EX-10.1






EXHIBIT 10.1




MAX USA HOLDINGS LTD.




$100,000,000




7.20% Senior Notes due 2017




Fully and unconditionally guaranteed by




MAX RE CAPITAL LTD.




Purchase Agreement




April 11, 2007




	 	 	 
	Citigroup Global Markets Inc.

	 	

	 
	 	 
	As Representative of the Initial Purchasers

	 
	 	 
	c/o

	 	Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013






Ladies and Gentlemen:



Max USA Holdings Ltd., a corporation organized under the laws of the State of Delaware (the
“Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the
“Initial Purchasers”), for whom you (the “Representative”) are acting as representative,
$100,000,000 principal amount of its 7.20% Senior Notes due 2017 (the “Notes”). The Securities are
to be issued under an indenture (the “Indenture”), to be dated as of the April 15, 2007, between
the Company, Max Re Capital Ltd., a Bermuda company (the “Guarantor”), and The Bank of New York, as
trustee (the “Trustee”).



Pursuant to the Indenture, the Guarantor has agreed to fully, irrevocably and unconditionally
guarantee (the “Guarantees” and, together with the Notes, the “Securities”), to each holder of the
Notes and to the Trustee, (1) the full and punctual payment of principal of, premium, if any,
interest and any Additional Amounts (as defined in the Indenture) in respect thereof on the Notes
when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under the Indenture and the Securities and (2) the full and punctual
performance within applicable grace periods of all other obligations of the Company under the
Indenture and the Notes.



To the extent there are no additional parties listed on Schedule I other than you, the term
Representative as used herein shall mean you as the Initial Purchaser, and the terms Representative
and Initial Purchaser shall mean either the singular or plural as the context requires. The use of
the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain
terms used herein are defined in Section 20 hereof.



The sale of the Securities to the Initial Purchasers will be made without registration of the
Securities under the Act in reliance upon exemptions from the registration requirements of the Act.



In connection with the sale of the Securities, the Company has prepared a preliminary offering
memorandum, dated April 10, 2007 (as amended or supplemented at the date thereof, including any and
all exhibits thereto and any information incorporated by reference therein, the “Preliminary
Memorandum”), and a final offering memorandum, dated April 11, 2007 (as amended or supplemented at
the Execution Time, including any and all exhibits thereto and any information incorporated by
reference therein, the “Final Memorandum”). Each of the Preliminary Memorandum and the Final
Memorandum sets forth certain information concerning the Company and the Securities. The Company
hereby confirms that it has authorized the use of the Disclosure Package, the Preliminary
Memorandum and the Final Memorandum, and any amendment or supplement thereto, in connection with
the offer and sale of the Securities by the Initial Purchasers. Unless stated to the contrary, any
references herein to the terms “amend,” “amendment” or “supplement” with respect to the Disclosure
Package, the Preliminary Memorandum and the Final Memorandum shall be deemed to refer to and
include any information filed under the Exchange Act subsequent to the Execution Time that is
incorporated by reference therein.



1. Representations and Warranties. Each of the Company and the Guarantor, jointly and
severally, hereby represents, warrants to, and agrees with each Initial Purchaser as set forth
below in this Section 1.



(a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. The Final Memorandum on its date
did not and on the Closing Date will not (and any amendment or supplement thereto, at the date
thereof, at the Closing Date and one any settlement date (if other than the Closing Date) will not
) contain any 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; provided, however, that the Company and the Guarantor make no representation or
warranty as to the information contained in or omitted from the Preliminary Memorandum or the Final
Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with
information furnished in writing to the Company or the Guarantor by or on behalf of any Initial
Purchaser through the Representative specifically for inclusion therein, it being understood and
agreed that the only such information furnished by or on behalf of any Initial Purchaser consists
of the information described as such in Section 8(b) hereof.



(b) The Disclosure Package, as of the Execution Time, does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that each of the Company and the Guarantor makes no representation or warranty as to the
information contained in or omitted from the Preliminary Memorandum or the Final Memorandum, or any
amendment or supplement thereto, in reliance upon and in conformity with information furnished in
writing to the Company or the Guarantor by or on behalf of any Initial Purchaser through the
Representative specifically for inclusion therein, it being understood and agreed that the only
such information furnished by or on behalf of any Initial Purchaser consists of the information
described as such in Section 8(b) hereof.



(c) The documents incorporated by reference in the Disclosure Package and the Final
Memorandum, and any amendment or supplement thereto, when they became effective or were filed with
the Commission, as the case may be, conformed in all material respects with the requirements of the
Securities Act or the Exchange Act, as applicable, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and any further documents so filed and
incorporated by reference in the Disclosure Package and/or the Final Memorandum, and/or any further
amendment or supplement thereto, when such documents become effective or are filed with the
Commission, as the case may be, will comply in all material respects with the requirements of the
Securities Act or the Exchange Act, as applicable, and will not 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.



(d) None of the Company, the Guarantor or their respective Affiliates, or any person acting on
its or their behalf has, directly or indirectly, made offers or sales of any security, or solicited
offers to buy, any security under circumstances that would require the registration of the
Securities under the Act.



(e) None of the Company, the Guarantor or their respective Affiliates, or any person acting on
its or their behalf has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with any offer or sale of the Securities.



(f) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.



(g) Subject to the accuracy of the Initial Purchasers’ representations and warranties set
forth in Section 4 hereof and compliance by the Initial Purchasers with the agreements set forth in
Section 4 hereof, no registration under the Act of the Securities, and no qualification of an
indenture under the Trust Indenture Act, are required for the sale and delivery of the Securities
by the Company and the Guarantor to the Initial Purchasers or the offer and sale by the Initial
Purchasers of the Securities in the manner contemplated herein, in the Disclosure Package and in
the Final Memorandum, and any amendment or supplement thereto.



(h) Neither the Company nor the Guarantor is, and after giving effect to the offering and sale
of the Securities and the application of the proceeds thereof as described in the Disclosure
Package and the Final Memorandum, and any amendment or supplement thereto, will be required to
register as an “investment company” as defined in the Investment Company Act.



(i) Neither the Company nor the Guarantor has paid or agreed to pay to any person any
compensation for soliciting another to purchase the Securities (except as contemplated in this
Agreement).



(j) Neither the Company nor the Guarantor has taken or will take, directly or indirectly, any
action designed to, or that might reasonably be expected to, cause or result, under the Exchange
Act or otherwise, in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.



(k) The Guarantor has been duly formed, is validly existing as a company in good standing
under the laws of Bermuda, has the corporate power and authority to own or lease its property and
to conduct its business as described in the Disclosure Package and the Final Memorandum and is duly
qualified to transact business and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not, singly or in the
aggregate, have a material adverse effect on the condition (financial or otherwise), prospects,
earnings, business, operations or properties of the Guarantor and its subsidiaries (including the
Company), taken as a whole, whether or not arising from transactions in the ordinary course of
business (a “Material Adverse Effect”).



(l) The Company has been duly formed and is validly existing and in good standing under the
laws of the State of Delaware, has the corporate power and authority to own its property and to
conduct its business as described in the Disclosure Package and the Final Memorandum and is duly
qualified to transact business and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not, singly or in the
aggregate, have a Material Adverse Effect; all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued, are fully paid and non-assessable and are owned
by the Guarantor directly or indirectly, free and clear of all liens, encumbrances, equities or
claims, other than certain restrictive covenants contained in that certain Credit Agreement dated
as of June 1, 2005, as amended or modified from time to time, by and among the Company, the
Guarantor, Max Re Ltd., various financial institutions and Bank of America, N.A., as fronting bank,
letter of credit administrator and administrative agent.



(m) Each of the Guarantor’s subsidiaries has been duly formed and is validly existing and in
good standing under the laws of the jurisdiction of its formation. Each of such subsidiaries of the
Company has the corporate power and authority to own its property and to conduct its business as
described in the Disclosure Package and the Final Memorandum and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not, singly or in the aggregate, have a Material
Adverse Effect; all of the issued shares of capital stock of each such subsidiary of the Guarantor
have been duly and validly authorized and issued, except as set forth in the Disclosure Package and
the Final Memorandum, are fully paid and non-assessable and are owned by the Guarantor directly or
indirectly, free and clear of all liens, encumbrances, equities or claims; except that the shares
of Max Re Diversified Strategies Ltd. are pledged to secure certain obligations of the Guarantor
under a total return swap and certain reinsurance obligations, as disclosed in the Disclosure
Package and the Final Memorandum; and the shares representing a 7.5% interest in Grand Central Re
Limited are owned by the Guarantor through Max Re Ltd., free and clear of all liens, encumbrances,
equities or claims. Except as described in the Disclosure Package and the Final Memorandum, there
are no limits, whether direct or indirect, under any provision of applicable law, under the
memorandum of association or bye-laws or other organizational document of any subsidiary of the
Guarantor (including the Company) under any agreement or other instrument binding upon the Company
or any of its subsidiaries or any of their properties, or under any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the Guarantor or any of its
subsidiaries, on the ability of any subsidiary of the Guarantor (i) to pay any dividends to the
Guarantor, (ii) to make any other distribution on such subsidiary’s capital stock, (iii) to repay
to the Guarantor any loans or advances to such subsidiary from the Guarantor or (iv) to transfer
any of such subsidiary’s property or assets to the Guarantor or any other subsidiary of the
Guarantor.



(n) All of the outstanding common shares of the Guarantor have been duly authorized and are
validly issued, fully paid (except to the extent that shares of Common Stock purchased by certain
executives of the Guarantor that were financed by Guarantor loans could be deemed not to be fully
paid) and non-assessable.



(o) The statements in the Disclosure Package and the Final Memorandum, and any amendment or
supplement thereto, under the headings “Description of the Notes and the Guarantee,” and “Certain
Material U.S. Federal Income Tax Considerations,” insofar as such statements purport to summarize
certain provisions of the Securities, the Indenture, or the statutes and regulations referred to
therein, fairly summarize the matters therein described in all material respects.



(p) This Agreement has been duly authorized, executed and delivered by the Company and the
Guarantor.



(q) The Indenture has been duly authorized by the Company and the Guarantor and, assuming due
authorization, execution and delivery of the Indenture by the Trustee, when executed and delivered
by the Company and the Guarantor, will constitute a valid and binding agreement enforceable against
the Company and the Guarantor, as the case may be, in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally or by general equitable principles (regardless of
whether enforcement is considered in a proceeding in equity or at law).



(r) The Notes have been duly authorized by the Company and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to and paid for by the Initial
Purchasers (assuming the due authorization, execution and delivery of the Indenture by the
Trustee), will have been duly executed and delivered by the Company and will constitute the legal,
valid and binding obligations of the Company entitled to the benefits of the Indenture and will be
enforceable against the Company in accordance with their terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement
of creditors’ rights generally or by general equitable principles (regardless of whether
enforcement is considered in a proceeding in equity or at law). The Notes will be in the form
contemplated by the Indenture.



(s) The Guarantees have been duly authorized by the Guarantor and, when the Indenture has been
duly executed and delivered by the Guarantor, the Company and the Trustee (assuming the due
authorization, execution and delivery of the Indenture by the Trustee) and when the Notes have been
duly executed and authenticated in accordance with the provisions of the Indenture and delivered to
and paid for by the Initial Purchasers, will have been duly executed and delivered by the Guarantor
and will constitute the legal, valid and binding obligations of the Guarantor enforceable against
the Guarantor in accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally or by general equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law). The Guarantees will be in the form contemplated by the Indenture.



(t) No consent, approval, authorization, filing with or order of any court or governmental
agency or body is required in connection with the transactions contemplated herein or in the
Indenture, except such as may be required under the blue sky laws of any jurisdiction in which the
Securities are offered and sold.



(u) None of the execution and delivery of this Agreement, the Indenture, the issuance and sale
of the Securities, or the consummation of any other of the transactions herein or therein
contemplated, or the fulfillment of the terms hereof or thereof will conflict with, result in a
breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of
the Guarantor or any of its subsidiaries (including the Company) pursuant to, (i) the charter or
by-laws or comparable constituting documents of the Guarantor, the Company or any of their
respective subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to
which the Guarantor or any of its subsidiaries (including the Company) is a party or bound or to
which its or their property is subject; or (iii) any statute, law, rule, regulation, judgment,
order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator
or other authority having jurisdiction over the Guarantor or any of its subsidiaries (including the
Company) or any of its or their properties except, in the case of clauses (ii) and (iii) above, for
any such breach, violation or imposition as would not individually or in the aggregate, have (A) a
Material Adverse Effect or (B) a material adverse effect upon the consummation of the transactions
contemplated hereby.



(v) The consolidated historical financial statements and schedules of the Guarantor and its
consolidated subsidiaries (including the Company) included in the Disclosure Package and the Final
Memorandum present fairly in all material respects the financial condition, results of operations
and cash flows of the Guarantor and its subsidiaries (including the Company) as of the dates and
for the periods indicated, comply as to form with the applicable accounting requirements of the
Securities Act and the Exchange Act and have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods involved (except as
otherwise noted therein). Such financial statements have been audited by KPMG. The selected
financial data set forth under the caption “Summary – Summary Financial Data” and “Selected
Financial Data” in the Disclosure Package and the Final Memorandum fairly present, on the basis
stated in the Disclosure Package and the Final Memorandum the information included therein. All
statutory financial statements of Max Re Ltd., from which certain ratios and other statistical data
contained in the Disclosure Package and the Final Memorandum have been derived, have for each
relevant period been prepared in conformity with the accounting practices required or permitted by
applicable Insurance Laws (as defined below) of Bermuda and present fairly the information
purported to be shown. Such accounting practices have been applied on a consistent basis throughout
the periods involved. Statutory financial statements of Max Re Ltd. are not required to be prepared
pursuant to the insurance laws of any jurisdiction other than Bermuda.



(w) KPMG, which has certified certain financial statements of the Guarantor and its
consolidated subsidiaries and delivered their report with respect to the audited consolidated
financial statements incorporated by reference in the Disclosure Package and the Final Memorandum,
is an independent registered public accounting firm with respect to the Company within the meaning
of the Securities Act and the Exchange Act and the applicable published rules and regulations
thereunder.



(x) There are no legal or governmental proceedings pending or, to the Guarantor’s knowledge,
threatened to which the Guarantor, the Company or any of their respective subsidiaries is a party
or to which any of the properties of the Guarantor, the Company or any of their respective
subsidiaries is subject that (i) could reasonably be expected to have a material adverse effect on
the performance of this Agreement or the consummation of any of the transactions contemplated
hereby or (ii) could reasonably be expected to have a Material Adverse Effect, except as set forth
in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment
or supplement thereto).



(y) There has not occurred any material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or otherwise, or in the prospects,
earnings, business, operations or properties of the Guarantor and its subsidiaries (including the
Company) taken as a whole, whether or not arising from transactions in the ordinary course of
business, from that set forth in the Disclosure Package and the Final Memorandum (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement). Subsequent to the
respective dates as of which information is given in the Disclosure Package and the Final
Memorandum and except as described in the Disclosure Package and the Final Memorandum: (i) the
Guarantor and its subsidiaries (including the Company) have not incurred any material liability or
obligation, direct or contingent, nor entered into any material transaction not in the ordinary
course of business; (ii) the Guarantor has not purchased any of its outstanding capital stock
(other than in connection with its long-term incentive plan and pursuant to its previously
disclosed stock repurchase plan), nor declared, paid or otherwise made any dividend or distribution
of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has
not been any material change in the capital stock, short-term debt or long-term debt of the
Guarantor and its subsidiaries (including the Company)..



(z) The Guarantor and its subsidiaries (including the Company) (i) are in compliance with any
and all applicable foreign, federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct their respective
businesses and (iii) are in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the terms and conditions of such
permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse
Effect.



(aa) There are no costs or liabilities associated with Environmental Laws (including, without
limitation, any capital or operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any related constraints on
operating activities and any potential liabilities to third parties) which would, singly or in the
aggregate, have a Material Adverse Effect.



(bb) The Guarantor and each of its subsidiaries (including the Company) maintains (x)
effective internal control over financial reporting as defined in Rule 15d-15 under the Exchange
Act and (y) a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management’s general or
specific authorization; and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.



(cc) Except as disclosed in the Disclosure Package and the Final Memorandum or in any document
incorporated by reference therein, since the end of the Guarantor’s most recent audited fiscal
year, there has been (i) no material weakness in the Guarantor’s internal control over financial
reporting (whether or not remediated) and (ii) no change in the Guarantor’s internal control over
financial reporting that has materially affected, or is reasonably likely to materially affect, the
Guarantor’s internal control over financial reporting.



(dd) The Guarantor and its subsidiaries (including the Company) do not own any real property
and have good and marketable title to all personal property owned by them that is material to the
business of the Guarantor and its subsidiaries (including the Company) in each case free and clear
of all liens, encumbrances and defects except such as are described in the Disclosure Package and
the Final Memorandum or such as do not interfere with the use made and proposed to be made of such
property by the Guarantor and its subsidiaries (including the Company); and any real property and
buildings held under lease by the Guarantor and its subsidiaries (including the Company) are held
by them under valid, subsisting and enforceable leases with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and buildings by the
Guarantor and its subsidiaries (including the Company) in each case except as described in the
Disclosure Package and the Final Memorandum.



(ee) The Guarantor and its subsidiaries (including the Company) own or possess, or can acquire
on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service marks and trade names
currently employed by them in connection with the business now operated by them, and neither the
Guarantor nor any of its subsidiaries (including the Company) has received any notice of
infringement of or conflict with asserted rights of others with respect to any of the foregoing
which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a Material Adverse Effect.



(ff) No material labor dispute with the employees of the Guarantor or any of its subsidiaries
(including the Company) exists, except as described in the Disclosure Package and the Final
Memorandum, or, to the knowledge of the Guarantor, is imminent; and the Guarantor is not aware of
any existing, threatened or imminent labor disturbance by the employees of any of its principal
suppliers, manufacturers or contractors that could, singly or in the aggregate, have a Material
Adverse Effect.



(gg) The Guarantor and its subsidiaries (including the Company) are insured by the insurers of
recognized financial responsibility against such losses and risks and in such amounts as are
prudent and customary in the businesses in which they are engaged; and neither the Guarantor nor
any of its subsidiaries (including the Company) has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business at a cost that would
not, singly or in the aggregate, have a Material Adverse Effect, except as described in the
Disclosure Package and the Final Memorandum.



(hh) Max Re Ltd. is duly registered by the Bermuda Monetary Authority as a long-term insurer
and as a Class 4 insurer under the Bermuda Insurance Act 1978, as amended, and any applicable rules
and regulations thereunder. Neither the Guarantor nor Max Re Ltd. is required to be licensed or
admitted as an insurer or an insurance holding company, as applicable, in, or otherwise to comply
with the insurance laws (including laws that relate to companies that control insurance companies)
and the rules, regulations and interpretations of the insurance regulatory authorities thereunder
(collectively, “Insurance Laws”) of, any jurisdiction other than Bermuda in order to conduct their
respective businesses as described in the Disclosure Package and the Final Memorandum. Each of Max
Re Europe Limited and Max Insurance Europe Limited are duly registered, licensed or admitted as an
insurer under the Insurance Laws of Ireland and the European Union (the “EU”). Max Insurance
Europe Limited has established a branch in Switzerland which is duly registered, licensed or
admitted under the Swiss Insurance Supervision Law and the ordinances, guidelines and directives
promulgated thereunder. Max Re Europe Limited is not required to be licensed or admitted as an
insurer in, or otherwise to comply with, the Insurance Laws of, any jurisdiction other than Ireland
and the EU in order to conduct its business as described in the Disclosure Package and the Final
Memorandum. Max Insurance Europe Limited is not required to be licensed or admitted as an insurer
in, or otherwise to comply with, the Insurance Laws of, any jurisdiction other than Ireland, the EU
and Switzerland in order to conduct its business as described in the Disclosure Package and the
Final Memorandum. Max Specialty is duly registered, licensed or admitted under applicable
Insurance Laws in each jurisdiction where it is required to be so registered, licensed or admitted
in order to conduct its business as described in the Disclosure Package and the Final Memorandum.
Except as described in the Disclosure Package and the Final Memorandum, each of the Guarantor and
its insurance subsidiaries has all other necessary authorizations, approvals, orders, consents,
certificates, permits, registrations and qualifications of and from, and has made all declarations
and filings with, all insurance regulatory authorities necessary to conduct their respective
businesses as described in the Disclosure Package and the Final Memorandum, and all of the
foregoing are in full force and effect, except where the failure to have such authorizations,
approvals, orders, consents, certificates, permits, registrations or qualifications, the failure to
make such declarations and filings, or the failure to be in full force and effect would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except
as otherwise described in the Disclosure Package and the Final Memorandum, none of the Guarantor
nor any of its insurance subsidiaries has received any notification from any insurance regulatory
authority to the effect that any additional authorization, approval, order, consent, certificate,
permit, registration or qualification is needed to be obtained by either the Guarantor or any of
its insurance subsidiaries to conduct its business as currently conducted, except where the failure
to have such additional authorization, approval, order, consent, certificate, permit, registration
or qualification would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Except as otherwise described in the Disclosure Package and the Final
Memorandum, no insurance regulatory authority has issued to the Guarantor or any subsidiary
(including the Company) any order impairing, restricting or prohibiting (A) the payment of
dividends by any of the Guarantor’s subsidiaries (including the Company) (B) the making of a
distribution on any subsidiary’s, including the Company’s share capital, (C) the repayment to the
Guarantor of any loans or advances to any of its subsidiaries (including the Company) from the
Guarantor, (D) the repayment to the Company of any loans or advances to any of its subsidiaries
from the Company, or (E) the transfer of any of the Guarantor’s subsidiary’s property or assets to
the Guarantor or any other subsidiary of the Guarantor, including the Company. Each of the
Guarantor and its insurance subsidiaries maintains its books and records in accordance with all
applicable Insurance Laws, except where the failure to so maintain its books and records would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;



(ii) Except as disclosed in the Disclosure Package and the Final Memorandum, all
retrocessional and reinsurance treaties, contracts and arrangements to which any of the Guarantor’s
subsidiaries is a party are in full force and effect and none of the Guarantor or any of its
subsidiaries is in violation of, or in default in the performance, observance or fulfillment of,
any obligation, agreement, covenant or condition contained therein, except where the failure to be
in full force and effect and except where any such violation or default would not, singly or in the
aggregate, have a Material Adverse Effect. None of the Guarantor or any of its subsidiaries has
received any written notice that any of the other parties to such treaties, contracts or agreements
intends not to perform, or will be unable to perform, in any material respect such treaty, contract
or agreement, except where such non-performance would not, singly or in the aggregate, have a
Material Adverse Effect.



(jj) Except to the extent that the failure of the following to be true would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect, any tax returns
required to be filed by the Guarantor or any of its subsidiaries in any jurisdiction have been
filed and any material taxes, including any withholding taxes, excise taxes, penalties and
interest, assessments and fees and other charges due or claimed to be due from such entities have
been paid, other than any of those being contested in good faith and for which adequate reserves
have been provided or any of those currently payable without penalty or interest; Max Re Ltd. has
filed protective U.S. federal income tax returns for each of the years ended December 31, 2000,
2001, 2002, 2003, 2004 and 2005.



(kk) The Guarantor and Max Re Ltd. have each received from the Bermuda Minister of Finance an
assurance under The Exempted Undertakings Tax Protection Act, 1966 of Bermuda to the effect set
forth in the Disclosure Package and the Guarantor has not received any notification to the effect
(and is not otherwise aware) that such assurance may be revoked or otherwise not honored by the
Bermuda government.



(ll) The Guarantor and its subsidiaries (other than the Company and its subsidiaries) have not
taken, directly or indirectly, any action designed to or that would be reasonably expected to cause
or result in the Guarantor and/or any of its subsidiaries (other than the Company and its
subsidiaries) being treated as (i) engaged in a trade or business within the United States for
purposes of the Internal Revenue Code of 1986, as amended (the “Code”) or, where required
by an applicable income tax treaty to which the United States is a party, having a permanent
establishment situated in the United States, or (ii) a passive foreign investment company within
the meaning of section 1297 of the Code.



(mm) None of the Initial Purchasers or any subsequent purchasers of the Securities is subject
to any stamp duty, transfer, excise or similar tax imposed in Bermuda in connection with the
issuance, offering or sale of the Securities to the Initial Purchasers or to any subsequent
purchasers;



(nn) There are no currency exchange control laws or withholding taxes, in each case of
Bermuda, that would be applicable to (1) the payment of interest or principal on the Securities by
the Company or the Guarantor (other than as may apply to residents of Bermuda for Bermuda exchange
control purposes) or (2) the payment of dividends, interest or principal by the any of the
Guarantor’s subsidiaries, including the Company to such subsidiary’s parent company. The BMA has
designated the Guarantor and Max Re Ltd. as non-resident for exchange control purposes. Each of the
Guarantor and Max Re Ltd. are “exempted companies” under Bermuda law and have not (A) acquired and
do not hold any land for its business in Bermuda, other than that held by way of lease or tenancy
for terms of not more than 50 years, without the express authorization of the Bermuda Minister of
Finance, (B) acquired and do not hold land by way of lease or tenancy which is acquired for its
business and held for terms of not more than 21 years in order to provide accommodation or
recreational facilities for its officers and employees, without the express authorization of the
Minister of Finance of Bermuda, (C) taken mortgages on land in Bermuda to secure an amount in
excess of $50,000, without the consent of the Bermuda Minister of Finance, (D) acquired any bonds
or debentures secured by any land in Bermuda, except bonds or debentures issued by the government
of Bermuda or a public authority of Bermuda, or (E) conducted their business in a manner that is
prohibited for “exempted companies” under Bermuda law. Neither the Guarantor nor Max Re Ltd. has
received notification from the Bermuda Monetary Authority or any other Bermuda governmental
authority of proceedings relating to the modification or revocation of its designation as
non-resident for exchange control purposes or its status as an “exempted company” under Bermuda
law;



(oo) Neither the Guarantor nor any of its subsidiaries nor any of its or their properties or
assets has any immunity from the jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of execution or
otherwise) under the laws of Bermuda.



(pp) The Guarantor has validly and irrevocably submitted to the non-exclusive jurisdiction of
any New York Court (as defined below) with respect to suits, actions or proceedings arising out of
or in connection with violations of United States federal securities laws relating to offers and
sales of the Securities, has validly and irrevocably waived, to the fullest extent permitted by
law, any objections that it may now or hereafter have to the laying of venue of any such suit,
action or proceeding brought in any New York Court based on or arising under this Agreement or any
claims that any such suit, action or proceeding brought in any New York Court has been brought in
an inconvenient forum, and has duly and irrevocably appointed CT Corporation System as its agent to
receive service of process with respect to actions arising out of or in connection with any such
suit, action or proceeding; and service of process effected in the manner set forth in Section 16
of this Agreement will be effective under the laws of Bermuda to confer personal jurisdiction over
the Guarantor.



(qq) Except with respect to the restatements as described in the Disclosure Package and the
Final Memorandum, there is and has been no failure on the part of the Guarantor or any of the
Guarantor’s directors or officers, in their capacities as such, to comply with any provision of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the
“Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to
certifications.



(rr) The Guarantor has established and maintains disclosure controls and procedures (as such
term is defined in Rule 13a-15 under the Exchange Act) that (i) are designed to ensure that
material information relating to the Guarantor, including its consolidated subsidiaries (including
the Company), is made known to the Guarantor’s chief executive officer and its chief financial
officer by others within those entities, (ii) have been evaluated for effectiveness as of a date
within 90 days prior to the filing of the Guarantor’s most recent Annual Report filed with the
Commission, as applicable and (iii) are effective to perform the functions for which they were
established.



(ss) The operations of the Guarantor and its subsidiaries (including the Company) are and have
been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines issued, administered or enforced by any
governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the
Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the
best knowledge of the Company, threatened, except, in each case, for any failures, actions, suits
or proceedings that would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



(tt) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is
currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the
proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity, for the
purpose of financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.



(uu) Neither the Company, nor any of its subsidiaries, nor, to the knowledge of the Company,
any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is
aware of or has taken any action, directly or indirectly, that would result in a violation by such
persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to
pay or authorization of the payment of any money, or other property, gift, promise to give, or
authorization of the giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate for foreign
political office, in contravention of the FCPA; and the Company, its subsidiaries and, to the
knowledge of the Company, its Affiliates have conducted their businesses in compliance with the
FCPA and have instituted and maintain policies and procedures designed to ensure, and which are
reasonably expected to continue to ensure, continued compliance therewith.



Any certificate signed by any officer of the Company or the Guarantor and delivered to the
Representative or counsel for the Initial Purchasers in connection with the offering of the
Securities shall be deemed a representation and warranty by the Company and the Guarantor, as to
matters covered thereby, to each Initial Purchaser.



2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to each Initial
Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the
Company, at a purchase price of 99.111% of the principal amount thereof, plus accrued interest, if
any, from April 16, 2007 to the Closing Date, the principal amount of Securities set forth opposite
such Initial Purchaser’s name in Schedule I hereto.



3. Delivery and Payment. Delivery of and payment for the Securities shall be made at
10:00 A.M., New York City time, on April 16, 2007, or at such time on such later date not more than
three Business Days after the foregoing date as the Representative shall designate, which date and
time may be postponed by agreement between the Representative and the Company or as provided in
Section 9 hereof (such date and time of delivery and payment for the Securities being herein called
the “Closing Date”). Delivery of the Securities shall be made to the Representative for the
respective accounts of the several Initial Purchasers against payment by the several Initial
Purchasers through the Representative of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to the account specified by the Company.
Delivery of the Securities shall be made through the facilities of The Depository Trust Company
unless the Representative shall otherwise instruct.



4. Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the
Securities have not been and will not be registered under the Act and may not be offered or sold
except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Act.



(b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees
with the Company and the Guarantor that:




(i) it has not offered or sold, and will not offer or sell, any Securities
except to those it reasonably believes to be “qualified institutional buyers” (as
defined in Rule 144A under the Act);




(ii) neither it nor any person acting on its behalf has made or will make
offers or sales of the Securities in the United States by means of any form of
general solicitation or general advertising (within the meaning of Regulation D) in
the United States;




(iii) in connection with each sale pursuant to Section 4(b)(i) it has
taken or will take reasonable steps to ensure that the purchaser of such Securities
is aware that such sale may be made in reliance on Rule 144A;




(iv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation
D); and




(v) it has not given and, without notice to the Company and the Guarantor, will
not give to any prospective purchaser of the Securities any written information
concerning the offering of the Securities, with the exception of (A) written
information containing only materials contained in the Disclosure Package, the Final
Memorandum or any other offering materials prepared by or with the consent of the
Company and the Guarantor and (B) notices provided through the Bloomberg system
regarding the launching and pricing of the transaction.



5. Agreements. Each of the Company and the Guarantor agrees with each Initial
Purchaser that:



(a) The Company and the Guarantor will furnish to each Initial Purchaser and to counsel for
the Initial Purchasers, without charge, during the period referred to in Section 5(c)
below, as many copies of the materials contained in the Disclosure Package and the Final Memorandum
and any amendments and supplements thereto as they may reasonably request.



(b) The Company and the Guarantor will prepare a final term sheet, containing solely a
description of final terms of the Securities and the offering thereof, in the form approved by you
and attached as Schedule II hereto.



(c) Neither the Company nor the Guarantor will amend or supplement the Disclosure Package or
the Final Memorandum other than by filing documents under the Exchange Act that are incorporated by
reference therein, without giving the Representative prior notice thereof and a reasonable
opportunity to comment therein; provided, however, that prior to the completion of the distribution
of the Securities by the Initial Purchasers (as determined by the Representative), the neither the
Company nor the Guarantor will file any document under the Exchange Act that is incorporated by
reference in the Disclosure Package or the Final Memorandum unless, prior to such proposed filing,
the Company or the Guarantor has furnished the Representative with a copy of such document for
their review and the Representative have not reasonably objected to the filing of such document.
The Company or the Guarantor will promptly advise the Representative when any document filed under
the Exchange Act that is incorporated by reference in the Disclosure Package or the Final
Memorandum shall have been filed with the Commission.



(d) If at any time prior to the completion of the sale of the Securities by the Initial
Purchasers (as determined by the Representative), any event occurs as a result of which the
Disclosure Package or the Final Memorandum, as then amended or supplemented, would include any
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,
or if it should be necessary to amend or supplement the Disclosure Package or the Final Memorandum
to comply with applicable law, the Company and the Guarantor will promptly (i) notify the
Representative of any such event; (ii) subject to the requirements of Section 5(c), prepare
an amendment or supplement that will correct such statement or omission or effect such compliance;
and (iii) supply any supplemented or amended Disclosure Package or Final Memorandum to the several
Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as they
may reasonably request.



(e) Neither the Company nor the Guarantor has given and without the prior written consent of
the Representative will give to any prospective purchaser of the Securities any written information
concerning the offering of the Securities other than materials contained in the Disclosure Package,
the Final Memorandum or any other offering materials prepared by or with the prior written consent
of the Representative.



(f) The Company and the Guarantor will arrange, if necessary, for the qualification of the
Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the
Representative may reasonably designate and will maintain such qualifications in effect so long as
reasonably required for the sale of the Securities; provided that in no event shall the Company or
the Guarantor be obligated to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action that would subject it to service of process in suits, other than
those arising out of the offering or sale of the Securities, in any jurisdiction where it is not
now so subject. The Company and the Guarantor will promptly advise the Representative of the
receipt by the Company or the Guarantor of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose.



(g) Each of the Company and the Guarantor will not, and will take reasonable efforts to not
permit any of its Affiliates to, resell any Securities that have been acquired by any of them.



(h) Each of the Company and the Guarantor will not, and will take reasonable efforts to not
permit any of its Affiliates or any person acting on its or their behalf (other than the Initial
Purchasers), to directly or indirectly, make offers or sales of any security, or solicit offers to
buy any security, under circumstances that would require the registration of the Securities under
the Act.



(i) Each of the Company and the Guarantor will not, and will take reasonable efforts to not
permit any of its Affiliates or any person acting on its or their behalf (other than the Initial
Purchasers) to engage in any form of general solicitation or general advertising (within the
meaning of Regulation D) in connection with any offer or sale of the Securities in the United
States.



(j) So long as any of the Securities are “restricted securities” within the meaning of Rule
144(a)(3) under the Act, each of the Company and the Guarantor will, during any period in which it
is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, provide to each
holder of such restricted securities and to each prospective purchaser (as designated by such
holder) of such restricted securities, upon the request of such holder or prospective purchaser,
any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended
to be for the benefit of the holders, and the prospective purchasers designated by such holders,
from time to time of such restricted securities.



(k) Each of the Company and the Guarantor will cooperate with the Representative and use its
reasonable best efforts to permit the Securities to be eligible for clearance and settlement
through The Depository Trust Company.



(l) The Company and the Guarantor will not, from the date hereof through the Closing Date,
without the prior written consent of the Representative, offer, sell or contract to sell, or
otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the Company, the Guarantor or any Affiliate of
the Company or Guarantor or any person in privity with the Company or Guarantor or any Affiliate of
the Company or Guarantor), directly or indirectly, or announce the offering of, any debt securities
issued or guaranteed by the Company or Guarantor (other than the Securities).



(m) The Company and the Guarantor will not take, directly or indirectly, any action designed
to, or that has constituted or that might reasonably be expected to, cause or result, under the
Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.



(n) Each of the Company and the Guarantor will, for a period of twelve months following the
date hereof, furnish to the Representative (i) all reports or other communications (financial or
other) generally made available to its shareholders, and deliver such reports and communications to
the Representative as soon as they are available, unless such documents are furnished to or filed
with the Commission or any securities exchange on which any class of securities of the Company or
the Guarantor is listed and generally made available to the public.



(o) The Company and the Guarantor agree to pay the costs and expenses relating to the
following matters: (i) the preparation of the Indenture and the issuance of the Securities and the
fees of the Trustee; (ii) the preparation, printing or reproduction of the materials contained in
the Disclosure Package and the Final Memorandum and each amendment or supplement to either of them;
(iii) the printing (or reproduction) and delivery (including postage, air freight charges and
charges for counting and packaging) of such copies of the materials contained in the Disclosure
Package and the Final Memorandum, and all amendments or supplements to either of them, as may, in
each case, be reasonably requested for use in connection with the offering and sale of the
Securities; (iv) the issuance and delivery of the Securities; (v) any stamp or transfer taxes in
connection with the original issuance and sale of the Securities; (vi) the printing (or
reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering of the Securities;
(vii) any registration or qualification of the Securities for offer and sale under the securities
or blue sky laws of the several states (including filing fees and the reasonable fees and expenses
of counsel for the Initial Purchasers relating to such registration and qualification) (such fees
and expenses not to exceed $5,000); (viii) the transportation and other expenses incurred by or on
behalf of Company or Guarantor representatives in connection with presentations to prospective
purchasers of the Securities; (ix) the fees and expenses of the Company’s or Guarantor’s
accountants and the fees and expenses of counsel (including local and special counsel) for the
Company and Guarantor; and (x) all other costs and expenses incident to the performance by the
Company and Guarantor of their obligations hereunder, except as provided in this Section
5(o) and Section 7 and Section 8, the Initial Purchasers shall pay their own
expenses, including the fees and disbursements of their counsel.



6. Conditions to the Obligations of the Initial Purchasers. The obligations of the
Initial Purchasers to purchase the Securities shall be subject to the accuracy of the
representations and warranties of the Company and the Guarantor contained herein at the Execution
Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made
in any certificates pursuant to the provisions hereof, to the performance by the Company and the
Guarantor of their obligations hereunder and to the following additional conditions:



(a) The Company and the Guarantor shall have requested and caused




(i) Akin Gump Strauss, Hauer & Feld LLP, United States counsel for the Company
and the Guarantor, to furnish to the Representative its opinion, dated the Closing
Date and addressed to the Representative, substantially in the form attached hereto
as Exhibit A.




(ii) Conyers Dill & Pearman, Bermuda counsel for the Company and the Guarantor,
to furnish to the Representative its opinion, dated the Closing Date and addressed
to the Representative, substantially in the form attached hereto as Exhibit B.




(iii) A&L Goodbody, Irish counsel for the Company and the Guarantor, to furnish
to the Representative its opinion, dated the Closing Date and addressed to the
Representative, substantially in the form attached hereto as Exhibit C.




(iv) the General Counsel of the Guarantor, to furnish to the Representative its
opinion, dated the Closing Date and addressed to the Representative, substantially
in the form attached hereto as Exhibit D.



(b) The Representative shall have received from Mayer, Brown Rowe & Maw LLP, counsel for the
Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the
Representative, with respect to the issuance and sale of the Securities, the Indenture, the
Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other
related matters as the Representative may reasonably require, and the Company and the Guarantor
shall have furnished to such counsel such documents as they request for the purpose of enabling
them to pass upon such matters.



(c) Each of the Company and the Guarantor shall have furnished to the Representative a
certificate of the Company and the Guarantor, signed by the Chairman of the Board or the President
and the principal financial or accounting officer thereof, dated the Closing Date, to the effect
that the signers of such certificate have carefully examined the Disclosure Package and the Final
Memorandum and any supplements or amendments thereto, and this Agreement and that:




(i) the representations and warranties of the Company and the Guarantor in this
Agreement are true and correct on and as of the Closing Date with the same effect as
if made on the Closing Date, and each of the Company and the Guarantor has complied
with all the agreements and satisfied all the conditions on its part to be performed
or satisfied hereunder at or prior to the Closing Date; and




(ii) since the date of the most recent financial statements included or
incorporated by reference in the Disclosure Package and the Final Memorandum
(exclusive of any amendment or supplement thereto), there has been no material
adverse change in the financial condition, earnings, business or properties of the
Company, the Guarantor and their respective subsidiaries, taken as a whole, whether
or not arising from transactions in the ordinary course of business, except as set
forth in or contemplated in the Disclosure Package and the Final Memorandum
(exclusive of any amendment or supplement thereto).



(d) At the Execution Time and at the Closing Date, KPMG shall have furnished to the
Representative letters, dated respectively as of the Execution Time and as of the Closing Date, in
form and substance reasonably satisfactory to the Representative and containing statements and
information of the type customarily included in accountants’ “comfort letters” to underwriters with
respect to the financial statements and certain financial information contained in the Disclosure
Package and the Final Memorandum.



All references in this Section 6(d) to the Disclosure Package and the Final Memorandum include
any amendment or supplement thereto at the date of the applicable letter.



(e) Subsequent to the Execution Time or, if earlier, the dates as of which information is
given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final
Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any
change or decrease specified in the letter or letters referred to in paragraph (d) of this Section
6; or (ii) any change, or any development involving a prospective change, in the condition,
financial or otherwise, or in the earnings, business, operations or properties of the Guarantor and
its subsidiaries (including the Company), taken as a whole, whether or not arising from
transactions in the ordinary course of business, from that set forth in the Disclosure Package and
Final Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this
Agreement), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the
judgment of the Representative, so material and adverse as to make it impractical or inadvisable to
proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package
and the Final Memorandum (exclusive of any amendment or supplement thereto).



(f) The Securities shall be eligible for clearance and settlement through The Depository Trust
Company.



(g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of
any of the Company’s or the Guarantor’s debt securities by any “nationally recognized statistical
rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or any
notice given of any intended or potential decrease in any such rating or of a possible change in
any such rating that does not indicate the direction of the possible change.



(h) On or prior to the Closing Date, the Company and the Guarantor shall have furnished to the
Representative such further information, certificates and documents as the Representative may
reasonably request.



If any of the conditions specified in this Section 6 shall not have been fulfilled when and as
provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere
in this Agreement shall not be reasonably satisfactory in form and substance to the Representative
and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial
Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the
Representative. Notice of such cancellation shall be given to the Company and the Guarantor in
writing or by telephone or facsimile confirmed in writing.



The documents required to be delivered by this Section 6 will be delivered at the
office of counsel for the Initial Purchasers, at Mayer, Brown, Rowe & Maw LLP, 71 South Wacker
Drive, Chicago, Illinois 60606, on the Closing Date.



7. Reimbursement of Expenses. If the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the Initial Purchasers set forth in Section
6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of
any refusal, inability or failure on the part of the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a default by any of the Initial
Purchasers, the Company will reimburse the Initial Purchasers severally through the Representative
on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the proposed purchase and sale of
the Securities.



8. Indemnification and Contribution. (a) The Company and the Guarantor, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser, the directors, officers,
employees, Affiliates and agents of each Initial Purchaser and each person who controls any Initial
Purchaser 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 U.S. 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 Preliminary Memorandum, the Final Memorandum, any Issuer Written
Information or any other written information used by or on behalf of the Company or the Guarantor
in connection with the offer or sale of the Securities, or in any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company and the Guarantor will not be liable in any such 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 in the
Preliminary Memorandum or the Final Memorandum, or in any amendment thereof or supplement thereto,
in reliance upon and in conformity with written information furnished to the Company or the
Guarantor by or on behalf of any Initial Purchaser through the Representative specifically for
inclusion therein. This indemnity agreement will be in addition to any liability that the Company
and the Guarantor may otherwise have.



(b) Each Initial Purchaser, severally and not jointly, agrees to indemnify and hold harmless
the Company and the Guarantor, each of its directors, each of its officers, and each person who
controls the Company or the Guarantor within the meaning of either the Act or the Exchange Act, to
the same extent as the foregoing indemnity to each Initial Purchaser, but only with reference to
written information relating to such Initial Purchaser furnished to the Company or the Guarantor by
or on behalf of such Initial Purchaser through the Representative specifically for inclusion in the
Preliminary Memorandum or the Final Memorandum (or in any amendment or supplement thereto). This
indemnity agreement will be in addition to any liability that any Initial Purchaser may otherwise
have. The Company and the Guarantor hereby acknowledge that (i) the statements set forth in the
last paragraph on the cover page regarding delivery of the securities, (ii) the first sentence of
paragraph three under the heading “Plan of Distribution”, (iii) the third sentence of the seventh
paragraph under the heading “Plan of Distribution,” (iv) the eighth paragraph under the heading
“Plan of Distribution,” (v) the tenth paragraph under the heading “Plan of Distribution” and the
first sentence of the eleventh paragraph under the heading “Plan of Distribution,” in each case in
the Preliminary Memorandum and the Final Memorandum, constitute the only information furnished in
writing by or on behalf of the Initial Purchasers for inclusion in the Preliminary Memorandum, the
Final Memorandum or in any amendment or supplement thereto.



(c) Promptly after receipt by an indemnified party under this Section 8 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 8, 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 the forfeiture by the indemnifying party
of substantial rights and defenses 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 indemnifying party shall be entitled to appoint counsel (including
local 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, other than local counsel if not appointed by the indemnifying party, retained by the
indemnified party or parties except as set forth below); provided, however, that such counsel shall
be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to
appoint counsel (including local 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
if (i) 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 actual or potential defendants in, or
targets of, any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel 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 to employ separate counsel at the expense of the indemnifying party. 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 (x) includes an unconditional release of each indemnified party
from all liability arising out of such claim, action, suit or proceeding and (y) does not include
any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
The indemnifying party shall not be liable for any settlement of any such action effected without
its written consent, but if settled with the consent of the indemnifying party or if there by a
final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by reason of such
settlement or judgment.



(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company,
the Guarantor and the Initial Purchasers severally agree to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending any loss, claim, damage, liability or action)
(collectively “Losses”) to which the Company, the Guarantor and one or more of the Initial
Purchasers may be subject in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantor on the one hand and by the Initial Purchasers on the
other from the offering of the Securities; provided, however, that in no case shall any Initial
Purchaser be responsible for any amount in excess of the purchase discount or commission applicable
to the Securities purchased by such Initial Purchaser hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company, the Guarantor and the
Initial Purchasers severally shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company and the Guarantor on the one
hand and the Initial Purchasers on the other in connection with the statements or omissions that
resulted in such Losses, as well as any other relevant equitable considerations. Benefits received
by the Company and the Guarantor shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) received by it, and benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and commissions. Relative
fault shall be determined by reference to, among other things, whether any untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information provided by the Company and the Guarantor on the one hand or the Initial Purchasers
on the other, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company, the Guarantor and
the Initial Purchasers agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation that 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 8, each person who controls an Initial Purchaser
within the meaning of either the Act or the Exchange Act and each director, officer, employee,
Affiliate and agent of an Initial Purchaser shall have the same rights to contribution as such
Initial Purchaser, and each person who controls the Company or the Guarantor within the meaning of
either the Act or the Exchange Act and each officer and director of the Company or the Guarantor
shall have the same rights to contribution as the Company and the Guarantor, subject in each case
to the applicable terms and conditions of this paragraph (d).



9. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail
to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser
hereunder and such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Initial Purchasers shall be obligated
severally to take up and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal
amount of Securities set forth opposite the names of all the remaining Initial Purchasers) all, but
not less than all, the Securities which the defaulting Initial Purchaser or Initial Purchasers
agreed but failed to purchase; provided, however, that in the event that the aggregate principal
amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed
to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule
I hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Securities, and if such nondefaulting Initial
Purchasers do not purchase all the Securities, this Agreement will terminate without liability to
any nondefaulting Initial Purchaser, the Company or the Guarantor. In the event of a default by any
Initial Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such
period, not exceeding five Business Days, as the Representative shall determine in order that the
required changes in the Final Memorandum or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its
liability, if any, to the Company, the Guarantor or any nondefaulting Initial Purchaser for damages
occasioned by its default hereunder.



10. Termination. This Agreement shall be subject to termination by the Representative,
by notice given to the Company and the Guarantor prior to delivery of and payment for the
Securities, if at any time prior to such time (i) trading of the Guarantor’s common stock shall
have been suspended by the Nasdaq Global Select Market or the Bermuda Stock Exchange, (ii) trading
in securities generally on the New York Stock Exchange, Nasdaq Global Select Market or the Bermuda
Stock Exchange shall have been suspended or limited or minimum prices shall have been established
on such exchange; (iii) a banking moratorium shall have been declared either by U.S. federal or New
York State authorities or a material disruption in securities settlement, payment or clearance
services in the United States shall have occurred; or (iv) there shall have occurred any outbreak
or escalation of hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such as to make it, in the
judgment of the Representative, impractical or inadvisable to proceed with the offering or delivery
of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of
any amendment or supplement thereto).



11. Representations and Indemnities to Survive. The representations, warranties,
indemnities and other statements of the Company, the Guarantor or their respective officers and of
the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of the Initial Purchasers, the
Company or the Guarantor or any of the indemnified persons referred to in Section 8 hereof, and
will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof
shall survive the termination or cancellation of this Agreement.



12. Notices. All communications hereunder will be in writing and effective only on
receipt, and:



(a) if sent to the Representative, will be mailed, delivered or telefaxed to the Citigroup
General Counsel (fax no.: (212) 816-7912) and confirmed to Citigroup at 388 Greenwich Street, New
York, New York 10013, Attention: General Counsel;



(b) or, if sent to the Company or the Guarantor, will be mailed, delivered or telefaxed to Max
USA Holdings Ltd., 9020 Stony Point Parkway, Suite 325, Richmond, Virginia and Max Re Capital Ltd.,
Max Re House, 2 Front Street, Hamilton, HM 11, Bermuda, respectively.



13. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the indemnified persons referred to in Section 8
hereof and their respective successors, and, except as expressly set forth in Section 5(j) hereof,
no other person will have any right or obligation hereunder.



14. No Fiduciary Duty. The Company and the Guarantor hereby acknowledge that (a) the
purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial
transaction between the Company and the Guarantor, on the one hand, and the Initial Purchasers and
any Affiliate through which it may be acting, on the other, (b) the Initial Purchasers are acting
as principal and not as an agent or fiduciary of the Company or the Guarantor and (c) the Company’s
and Guarantor’s engagement of the Initial Purchasers in connection with the offering and
the process leading up to the offering is as independent contractors and not in any other capacity.
Furthermore, each of the Company and the Guarantor agree that it is solely responsible for making
its own judgments in connection with the offering (irrespective of whether any of the Initial
Purchasers has advised or is currently advising the Company or Guarantor on related or other
matters). The Company and the Guarantor agree that they will not claim that the Initial Purchasers
have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar
duty to the Company or the Guarantor, in connection with such transaction or the process leading
thereto.



15. Integration. This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company, the Guarantor and the Initial Purchasers, or any of
them, with respect to the subject matter hereof.



16. Applicable Law; Consent to Jurisdiction; Waiver of Immunity.



(a) This Agreement will be governed by and construed in accordance with the laws of the State
of New York applicable to contracts made and to be performed within the State of New York.



(b) Any legal suit, action or proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of
the United States of America located in the City and County of New York, Borough of Manhattan, or
the courts of the State of New York in each case located in the City and County of New York,
Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to
the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a
judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive)
of such courts in any such suit, action or proceeding. Service of any process, summons, notice or
document by mail to such party’s address set forth above shall be effective service of process for
any suit, action or other proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action or other proceeding
in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim
in any such court that any such suit, action or other proceeding brought in any such court has been
brought in an inconvenient forum. The Guarantor has irrevocably appointed CT Corporation System,
111 Eighth Avenue, 13th Floor, New York, NY 10011 as its agent to receive service of process or
other legal summons for purposes of any such suit, action or proceeding that may be instituted in
any state or federal court in the City and County of New York.



(c) With respect to any Related Proceeding, each party irrevocably waives, to the fullest
extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise)
from jurisdiction, service of process, attachment (both before and after judgment) and execution to
which it might otherwise be entitled in the Specified Courts, and with respect to any Related
Judgment, each party waives any such immunity in the Specified Courts or any other court of
competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or
in respect of any such Related Proceeding or Related Judgment, including, without limitation, any
immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.



17. Waiver of Jury Trial. The Company and the Guarantor hereby irrevocably waive, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.



18. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
agreement.



19. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.



20. Definitions. The terms that follow, when used in this Agreement, shall have the
meanings indicated.



“Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D; provided, however
that “Affiliate” shall not mean Moore Holdings, LLC, or any person (other than the Guarantor and
its subsidiaries) that directly, or indirectly through one or more intermediaries, is controlled by
Moore Holdings LLC.



“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by law to close in The
City of New York.



“Citigroup” shall mean Citigroup Global Markets Inc.



“Code” shall mean the Internal Revenue Code of 1986, as amended.



“Commission” shall mean the Securities and Exchange Commission.



“Disclosure Package” shall mean (i) the Preliminary Memorandum, as amended or supplemented at
the Execution Time, (ii) the final term sheet prepared pursuant to Section 5(b) hereto and in the
form attached as Schedule II hereto and (iii) any Issuer Written Information.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



“Execution Time” shall mean the date and time that this Agreement is executed and delivered by
the parties hereto.



“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the
rules and regulations of the Commission promulgated thereunder.



“Issuer Written Information” shall mean any writings in addition to the Preliminary Memorandum
that the parties expressly agree in writing to treat as part of the Disclosure Package.



“NASD” shall mean the National Association of Securities Dealers, Inc.



“Regulation D” shall mean Regulation D under the Act.



“Regulation S-X” shall mean Regulation S-X under the Act.



“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.



“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission promulgated thereunder.



[Signature Page to Follow]




1




If the foregoing is in accordance with your understanding of our agreement, please sign
and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company, the Guarantor and the several Initial Purchasers.



	 	 	 	 	 
	Very truly yours,
MAX USA HOLDINGS LTD.
By:
	 	 	—	 






	 	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	MAX RE CAPITAL LTD.
By:
	 	 	—	 







Name:




Title:



The foregoing Agreement is hereby



confirmed and accepted as of the



date first above written.



CITIGROUP GLOBAL MARKETS INC.



By:      

Name:



Title:



For itself and the other several



Initial Purchasers named in



Schedule I to the foregoing Agreement.



2




SCHEDULE I




	 	 	 	 	 
	 
	 	Principal Amount of Securities to be

	Initial Purchasers
	 	Purchased

	 
	 	 	 	 
	Citigroup Global Markets Inc.
	 	$	58,000,000	 
	Banc of America Securities LLC
	 	$	18,500,000	 
	Wachovia Securities
	 	$	18,500,000	 
	Dowling & Partners Securities
	 	$	5,000,000	 
	Total
	 	$	100,000,000	 
	 
	 	 	 	 






3




SCHEDULE II




	 	 	 	 	 
	Issuer:
	 	Max USA Holdings Ltd.

	Guarantor:
	 	Max Re Capital Ltd.

	Ratings:
	 	Moody’s – Baa2 (Stable Outlook)

	 
	 	S&P– BBB- (Stable Outlook)
	 
	 	A.M. Best – bbb- (Stable Outlook)

	 
	 	Fitch Ratings – BBB+ ( Stable Outlook)

	Offering Format:
	 	144A / Reg S
	Security:
	 	7.20% Senior Notes due 2017
	Principal Amount:
	 	$	100,000,000	 
	Pricing Benchmark:
	 	UST 4.625% due 2017

	Benchmark Yield:
	 	 	4.734	%
	Re-offer Spread:
	 	+250 bps
	Re-offer Yield:
	 	 	7.234	%
	Coupon:
	 	 	7.20	%
	Price to Public:
	 	 	99.761	%
	Coupon Dates:
	 	April 16th and October 16th of each year

	First Coupon Date:
	 	October 16, 2007

	Trade Date:
	 	April 11, 2007

	Settlement Date (flat):
	 	April 16, 2006 (T+3)

	Maturity Date:
	 	April 14, 2017

	Make Whole Call:
	 	UST+37.5 bp

	CUSIP:
	 	57775PAA5 (144A)
	 
	 	U57745AA6 (Reg S)
	 
	 	Principal Amount of Notes
	Sole Book-Running Manager
Citigroup Global Markets Inc.:
	 	$	58,000,000	 
	Co-Managers
Banc of America Securities LLC
	 	$	18,500,000	 
	Wachovia Securities,LLC
	 	$	18,500,000	 
	Dowling & Partners Securities, LLC
	 	$	5,000,000	 
	Total:
	 	$	100,000,000	 






This communication is intended for the sole use of the person to whom it is provided by the sender.



These securities have not been registered under the Securities Act of 1933, as amended, and may
only be sold to qualified institutional buyers pursuant to Rule 144A or pursuant to another
applicable exemption from registration.



The information in this term sheet supplements the Company’s preliminary offering memorandum, dated
April 10, 2007 (the “Preliminary Memorandum”) and supersedes the information in the Preliminary
Memorandum to the extent inconsistent with the information in the Preliminary Memorandum. This term
sheet is qualified in its entirety by reference to the Preliminary Memorandum. Terms used herein
but not defined herein shall have the respective meanings as set forth in the Preliminary
Memorandum.



A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.



ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.



4




Exhibit A




[Form of Opinion of Akin Gump, Strauss, Hauer & Feld LLP

U.S. Counsel for the Company and the Guarantor]




Opinion of U.S. counsel for the Guarantor to be delivered pursuant to Section 6(a)(ii) of
the Purchase Agreement.



References to the Final Memorandum in this Exhibit A include any supplements thereto at the
Closing Date.



(i) The Company has been duly formed and is validly existing and in good standing under the
laws of the State of Delaware, has the corporate power and authority to own its property and to
conduct its business as described in the Disclosure Package and the Final Memorandum and is duly
qualified to transact business and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not, singly or in the
aggregate, have a Material Adverse Effect; all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued, are fully paid and non-assessable and are owned
by the Guarantor directly or indirectly, free and clear of all liens, encumbrances, equities or
claims, other than certain restrictive covenants contained in that certain Credit Agreement dated
as of June 1, 2005, as amended or modified from time to time, by and among the Company, the
Guarantor, Max Re Ltd., various financial institutions and Bank of America, N.A., as fronting bank,
letter of credit administrator and administrative agent.



(ii) This Agreement has been duly authorized, executed and delivered by the Company.



(iii) The Indenture has been duly authorized, executed and delivered by the Company and,
assuming the due authorization, execution and delivery thereof by the Guarantor, constitutes a
valid and binding agreement enforceable against the Company and the Guarantor, as the case may be,
in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally or by general equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law).



(iv) The Notes have been duly authorized, executed and delivered by the Company and, assuming
the due authentication thereof by the Trustee, constitute the legal, valid and binding obligations
of the Company entitled to the benefits of the Indenture and will be enforceable against the
Company in accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally or by general equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law). The Notes will be in the form contemplated by the Indenture.



(v) The Guarantee, assuming the due authorization, execution and delivery of the Indenture by
the Guarantor, constitute the legal, valid and binding obligations of the Guarantor enforceable
against the Guarantor in accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally or by general equitable principles (regardless of whether enforcement
is considered in a proceeding in equity or at law). The Guarantee is in the form contemplated by
the Indenture.



(vi) No consent, approval, authorization, filing with or order of any United States or New
York court or governmental agency or body is required in connection with the transactions
contemplated herein or in the Indenture, except such as may be required under the blue sky laws of
any jurisdiction in which the Securities are offered and sold.



(vii) None of the execution and delivery of this Agreement, the Indenture, the issuance and
sale of the Securities, or the consummation of any other of the transactions herein or therein
contemplated, or the fulfillment of the terms hereof or thereof will conflict with, result in a
breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of
the Guarantor or any of its subsidiaries (including the Company) pursuant to, (i) the charter or
by-laws or comparable constituting documents of the Guarantor, the Company or any of their
respective subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument
filed or incorporated by reference as an exhibit to the Guarantor’s Annual Report on Form 10-K for
the year ended December 31, 2006to which the Guarantor or any of its subsidiaries (including the
Company) is a party or bound or to which its or their property is subject; or (iii) any statute,
law, rule, regulation, judgment, order or decree of any United States Federal or New York court,
regulatory body, administrative agency, governmental body, arbitrator or other authority except, in
the case of clauses (ii) and (iii) above, for any such breach, violation or imposition as would not
individually or in the aggregate, have (A) a Material Adverse Effect or (B) a material adverse
effect upon the consummation of the transactions contemplated hereby.



(viii) The documents incorporated by reference in the Disclosure Package and the Final
Memorandum (other than the financial statements and supporting schedules and other financial data
therein, as to which no opinion need be rendered), when they were filed with the Commission
complied as to form in all material respects with the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder.



(ix) To the extent that the laws of the State of New York are applicable, the Guarantor (A)
has validly submitted to the exclusive jurisdiction of any New York State or Federal court sitting
in The City of New York (the “New York Court”) over any suit, action or proceeding arising out of
or relating to the Underwriting Agreement, the Disclosure Package, the Final Memorandum or the
offering of the Securities, and (B) has validly waived any objection to the venue of a proceeding
in any such New York Court.



(x) Neither the Company nor the Guarantor is and, after giving effect to the offering and sale
of the Securities and the application of the proceeds thereof, will be an “investment company,” as
such term is defined in the Investment Company Act.



(xi) Subject to compliance by the Initial Purchasers with the representations and warranties
of the Initial Purchasers and the procedures set forth in Section 4 hereof, it is not necessary in
connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to
each subsequent purchaser in the manner contemplated by this Agreement and the Final Memorandum to
register the Securities under the Securities Act or to qualify the Indenture under the Trust
Indenture Act.



(xii) The statements in the Disclosure Package and the Final Memorandum, and any amendment or
supplement thereto, under the headings “Description of the Notes and the Guarantee,” insofar as
such statements purport to summarize certain provisions of the Securities, the Indenture fairly
summarize the matters therein described in all material respects.



(xiii) The discussion contained in the Final Memorandum under the caption “Certain Material
U.S. Federal Income Tax Considerations” constitutes, in all material respects, a fair and accurate
summary of the U.S. federal income tax considerations relating to the acquisition, ownership and
disposition of the Securities by U.S. Holders (as defined in the Disclosure Package and the Final
Memorandum) that are not otherwise excepted in the Disclosure Package and the Final Memorandum and
who acquire Securities in the offering described in the Disclosure Package and the Final
Memorandum.



We have not made any independent verification or check, and are not passing upon and do not
assume any responsibility for, the accuracy, completeness or fairness of the statements contained
in the Disclosure Package and the Final Memorandum, other than those mentioned above, but we shall
confirm that we have, however, participated in reviews and discussions in connection with the
preparation of the Disclosure Package and the Final Memorandum prior to the Closing Date, and in
the course of such reviews and discussions (relying as to matters of fact upon statements of
officers and other representatives of the Company) no facts came to our attention that led us to
believe that (x) as of the Execution Time, the Disclosure Package, as amended or supplemented at
the Execution Time, contained any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the light of circumstances
under which they were made, not misleading or (y) the Final Memorandum, as of its date or as of the
Closing Date, contained any untrue statement of a material fact or omitted to state any material
fact necessary in order to make the statements therein, in the light of circumstances under which
they were made, not misleading (in each case, other than the financial statements and other
financial information contained therein, as to which such counsel need express no opinion).



5




Exhibit B




[Form of Opinion of Conyers Dill & Pearman

Bermuda Counsel for the Company and the Guarantor]




Opinion of Bermuda counsel for the Guarantor to be delivered pursuant to Section 6(a)(ii)
of the Purchase Agreement.



References to the Final Memorandum in this Exhibit B include any supplements thereto at the
Closing Date.



(i) The Guarantor is duly incorporated and existing under the laws of Bermuda in good standing
(meaning solely that it has not failed to make any filing with any Bermuda governmental authority
or to pay any Bermuda government fee or tax which would make it liable to be struck off the
Register of Companies and thereby cease to exist under the laws of Bermuda).



(ii) Max Re Ltd. is duly incorporated and existing under the laws of Bermuda in good standing
(meaning solely that it has not failed to make any filing with any Bermuda governmental authority
or to pay any Bermuda government fee or tax which would make it liable to be struck off the
Register of Companies and thereby cease to exist under the laws of Bermuda) and has the necessary
corporate power and authority to conduct its business as described in the Disclosure Package and
the Final Memorandum.



(iii) The Guarantor has the necessary corporate power and authority to execute, deliver and
perform its obligations under this Agreement, the Indenture and the Guarantees and to conduct its
business as described in the Disclosure Package and the Final Memorandum. The execution and
delivery of this Agreement, the Indenture and the Guarantees by the Guarantor and the performance
by the Guarantor of its obligations hereunder and thereunder will not violate the memorandum of
association or bye-laws of the Guarantor nor any applicable law, rule, regulation, order, judgment
or decree in Bermuda.



(iv) The Guarantor has taken all corporate action required to authorize its execution,
delivery and performance of this Agreement, the Indenture and the Guarantees.



(v) This Agreement, the Indenture and the Guarantees have been duly authorized, executed and
delivered by or on behalf of the Guarantor, and this Agreement, the Indenture and the Guarantees
constitute the valid and binding obligations of the Guarantor under Bermuda law, enforceable
against the Guarantor in accordance with the terms thereof.



(vi) No order, consent, approval, license, authorization or validation of, filing with or
exemption by any government or public body or authority of Bermuda or any subdivision thereof is
required to authorize or is required in connection with the execution, delivery, performance and
enforcement of this Agreement, the Indenture, the Securities or the Guarantees.



(vii) Based solely upon a review of copies of the Certificates of Registration issued to Max
Re Ltd. by the Bermuda Monetary Authority pursuant to the Insurance Act 1978 of Bermuda (the
“Insurance Act”), Max Re Ltd. is registered in Bermuda under the Insurance Act to carry on general
business as a Class 4 insurer and to carry on long-term business in accordance with the provisions
of the Insurance Act and the conditions attached to their respective registration licenses.



(viii) Each of the Guarantor and Max Re Ltd. has been designated as non-resident of Bermuda
for the purposes of the Exchange Control Act, 1972 and, as such, is free to acquire, hold, transfer
and sell foreign currency (including the payment of dividends or other distributions) and
securities without restriction.



(ix) Based solely upon a review of the register of members of Max Re Ltd. on a specified date,
certified by the Secretary of Max Re Ltd. on a specified date, the issued share capital of Max Re
Ltd. consists of      common shares each having a par value of $     (“Max Re Shareholding”), each
of which is validly issued, fully paid and non-assessable (which term when used herein means that
no further sums are required to be paid by the holders thereof in connection with the issue
thereof) and the Guarantor is the registered holder of the Max Re Shareholding.



(x) The Guarantor has received an assurance from the Minister of Finance in Bermuda under The
Exempted Undertakings Tax Protection Act 1966 that in the event of there being enacted in Bermuda
any legislation imposing tax computed on profits or income or computed on any capital asset, gain
or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of
any such tax shall not be applicable to the Guarantor or any of its operations or its shares,
debentures or other obligations of the Guarantor until March 28, 2016 (subject to certain provisos
expressed in such assurance).



(xi) It is not necessary or desirable to ensure the enforceability in Bermuda of this
Agreement, the Indenture, the Securities or the Guarantees that they be registered in any register
kept by, or filed with, any governmental authority or regulatory body in Bermuda. However, to the
extent that this Agreement, the Indenture, the Securities or the Guarantees create a charge over
assets of the Guarantor, it may be desirable to ensure the priority in Bermuda of the charge that
it be registered in the Register of Charges in accordance with Section 55 of the Companies Act
1981. On registration, to the extent that Bermuda law governs the priority of a charge, such charge
will have priority in Bermuda over any unregistered charges created, and over any subsequently
registered charges, in respect of the assets which are the subject of the charge. A registration
fee of $515 will be payable in respect of the registration.



While there is no exhaustive definition of a charge under Bermuda law, a charge includes any
interest created in property by way of security (including any mortgage, assignment, pledge, lien
or hypothecation). However, as this Agreement is governed by the laws of the State of New York
(“New York Laws”), the question of whether it creates such an interest in property would be
determined under the New York Laws.



(xii) This Agreement, the Indenture, the Guarantees and the Securities will not be subject to
ad valorem stamp duty in Bermuda.



(xiii) Based solely upon a search of the Cause Book of the Supreme Court of Bermuda conducted
at a specified time and date (which would not reveal details of proceedings which have been filed
but not actually entered in the Cause Book at the time of our search), there are no judgments
against the Guarantor or Max Re Ltd., or any legal or governmental proceedings pending in Bermuda
to which the Guarantor or Max Re Ltd. is subject.



(xiv) Based solely on a search of the public records in respect of the Guarantor and Max Re
Ltd. maintained at the offices of the Registrar of Companies at a specified time and date (which
would not reveal details of matters which have not been lodged for registration or have been lodged
for registration but not actually registered at the time of our search) and a search of the Cause
Book of the Supreme Court of Bermuda conducted at a specified time and date (which would not reveal
details of proceedings which have been filed but not actually entered in the Cause Book at the time
of our search), no steps have been, or are being, taken in Bermuda for the appointment of a
receiver or liquidator to, or for the winding-up, dissolution, reconstruction or reorganization of,
the Guarantor or Max Re Ltd., though it should be noted that the public files maintained by the
Registrar of Companies do not reveal whether a winding-up petition or application to the Court for
the appointment of a receiver has been presented and entries in the Cause Book may not specify the
nature of the relevant proceedings.



(xv) The choice of New York Laws as the governing law of this Agreement, the Indenture, the
Securities and the Guarantees is a valid choice of law and would be recognized and given effect to
in any action brought before a court of competent jurisdiction in Bermuda, except for those laws
(i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or
(iii) the application of which would be inconsistent with public policy, as such term is
interpreted under the laws of Bermuda. The submission in this Agreement, the Indenture, the
Securities and the Guarantees to the non-exclusive jurisdiction of the New York Courts is valid and
binding upon the Guarantor.



(xvi) The courts of Bermuda would recognize as a valid judgment, a final and conclusive
judgment in personam obtained in the New York Courts against the Guarantor based upon this
Agreement, the Indenture, the Securities or the Guarantees under which a sum of money is payable
(other than a sum of money payable in respect of multiple damages, taxes or other charges of a like
nature or in respect of a fine or other penalty) and would give a judgment based thereon provided
that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such
courts did not contravene the rules of natural justice of Bermuda, (c) such judgment was not
obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy
of Bermuda, (e) no new admissible evidence relevant to the action is submitted prior to the
rendering of the judgment by the courts of Bermuda and (f) there is due compliance with the correct
procedures under the laws of Bermuda.



(xvii) The statements contained in the Disclosure Package and the Final Memorandum under the
caption “Certain Tax Considerations – Bermuda,” to the extent they constitute statements of Bermuda
law, are accurate in all material respects.



6




Exhibit C




[Form of Opinion of A&L Goodbody Irish Counsel for the Company and the Guarantor]




Opinion of Irish counsel for the Guarantor to be delivered pursuant to Section 6(a)(iii)
of the Purchase Agreement.



References to the Final Memorandum in this Exhibit C include any supplements thereto at the
Closing Date.



(i) Each of Max Re Europe, Max Europe Holdings and Max Insurance Europe has been duly
incorporated under the laws of Ireland. Based only on searches carried out in the Irish Companies
Office and the Central Office of the High Court on 13 April 2007, each of Max Re Europe, Max Europe
Holdings and Max Insurance Europe is validly existing under the laws of Ireland and no steps have
been taken or are being taken to appoint a receiver, examiner or liquidator over it or to wind it
up and each of Max Re Europe, Max Europe Holdings and Max Insurance Europe has the corporate power
and authority to own its property and to conduct its business as described in the Disclosure
Package and the Final Memorandum and is duly qualified to transact business in Ireland.



(ii) All of the issued shares of each of Max Re Europe, Max Europe Holdings and Max Insurance
Europe have been duly and validly authorised and issued, are fully paid, are not subject to calls
for any additional payments. All of the issued shares in Max Re Europe and Max Insurance Europe are
registered in the name of Max Europe Holdings. All of the issued shares in Max Re Holdings are
registered in the name of Max Re Limited. To the best of our knowledge and based on Certificates of
Company Secretary, all of those shares are free and clear of all liens, encumbrances, equities and
claims.



(iii) Based only on the Certificates of Company Secretary and searches carried out in the
Central Office of the High Court on 13 April 2007, we do not know of any legal or governmental
proceedings pending or threatened in Ireland to which any of Max Re Europe, Max Europe Holdings and
Max Insurance Europe is a party or to which any of the properties of any of Max Re Europe, Max
Europe Holdings and Max Insurance Europe is subject that could reasonably be expected to have a
Material Adverse Effect.



(iv) Max Re Europe stands duly authorised as a reinsurance undertaking pursuant to Regulation
11(1) of the European Communities (Reinsurance) Regulations 2006.



(v) Max Insurance Europe is duly authorised to carry on insurance business in classes 1, 4, 6,
7, 8, 9, 11, 12, 13 and 16 of Annex I to the European Communities (Non-Life Insurance) Framework
Regulations 1994.



(vi) Based only on the Certificates of Company Secretary, each of Max Re Europe, Max Europe
Holdings and Max Insurance Europe has filed all statutory financial returns, reports, documents and
other information required to be filed under the Insurance Acts of Ireland (as defined in the
Insurance Act 1989, as amended), except where the failure, singly or in the aggregate, to file such
return would not have a Material Adverse Effect; and each of Max Re Europe, Max Europe Holdings and
Max Insurance Europe maintains its books and registers required in the Companies Acts 1963 to 2005
of Ireland in accordance with those Acts, except where the failure to so maintain its books and
records, singly or in the aggregate, would not have a Material Adverse Effect.



7




Exhibit D




[Form of Opinion of the General Counsel of the Guarantor]




Opinion of the General Counsel of the Guarantor to be delivered pursuant to Section
6(a)(iv) of the Purchase Agreement.



References to the Final Memorandum in this Exhibit D include any supplements thereto at the
Closing Date.



To our knowledge, there are no United States federal or New York State legal or governmental
proceedings pending or threatened to which the Guarantor or any of its subsidiaries (including the
Company) is a party or to which any of the properties of the Guarantor or any of its subsidiaries
(including the Company) is subject that (i) could reasonably be expected to have a material adverse
effect on the performance of this Agreement or the consummation of any of the transactions
contemplated hereby or (ii) would reasonably be expected to have a Material Adverse Effect, except
as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of
any amendment or supplement thereto).




8