LASALLE RE HOLDINGS LTD, S-1/A, 1996-11-25

LASALLE RE HOLDINGS LTD
S-1/A, 1996-11-25
FIRE, MARINE & CASUALTY INSURANCE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1996

REGISTRATION NO. 333-14861
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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LASALLE RE HOLDINGS LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

BERMUDA 6719 NOT APPLICABLE
(STATE OF INCORPORATION) (PRIMARY STANDARD (I.R.S. EMPLOYER
INDUSTRIAL IDENTIFICATION NO.)
CLASSIFICATION CODE NUMBER)

25 CHURCH STREET CT CORPORATION SYSTEM
P.O. BOX HM 1502 1633 BROADWAY
HAMILTON HM FX BERMUDA NEW YORK, NEW YORK 10019
(441) 292-3339 (212) 664-1666
(ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP CODE,
TELEPHONE AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF NUMBER, INCLUDING AREA CODE, OF AGENT
REGISTRANT'S FOR SERVICE)
PRINCIPAL EXECUTIVE OFFICES)

COPIES TO:
RICHARD WARREN SHEPRO ALEXANDER M. DYE
MAYER, BROWN & PLATT LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
190 SOUTH LASALLE STREET 125 WEST 55TH STREET
CHICAGO, ILLINOIS 60603-3441 NEW YORK, NEW YORK 10019-5389
(312) 782-0600 (212) 424-8000

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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus, one to be used
in connection with a United States and Canadian offering (the "U.S.
Prospectus") and one to be used in a concurrent international offering outside
the United States and Canada (the "International Prospectus"). The U.S.
Prospectus and the International Prospectus are identical except for the front
and back cover pages. The form of U.S. Prospectus included herein is followed
by the front cover page and the back cover page to be used in the
International Prospectus. Each of the pages for the International Prospectus
included herein is labeled "Alternate Page."
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED NOVEMBER 25, 1996

PROSPECTUS

3,150,000 SHARES

LASALLE RE HOLDINGS LIMITED

COMMON SHARES

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Of the 3,150,000 common shares, par value $1.00 per share (the "Common
Shares"), of LaSalle Re Holdings Limited (the "Company") offered hereby,
2,520,000 Common Shares are being offered in the United States and Canada and
630,000 Common Shares are being offered in a concurrent international offering
outside the United States and Canada (collectively, the "Offerings"). The
public offering price and the aggregate underwriting discount per Common Share
will be identical for each of the Offerings. See "Underwriting."

All of the 3,150,000 Common Shares offered hereby are being offered by
certain shareholders of the Company (the "Selling Shareholders"). The Company
will not receive any proceeds from the sale of the Common Shares. See "Use of
Proceeds."

The Company is a holding company with no operations or significant assets
other than its ownership of a majority of the capital stock of LaSalle Re
Limited ("LaSalle Re"). Upon completion of the Offerings, certain founding
shareholders of the Company will own approximately 54% of the Common Shares and
approximately 29% of the capital stock of LaSalle Re 51% and 28% if the U.S.
Underwriters' over-allotment option is exercised in full). As a result, such
shareholders, if they act in concert, will be able to control most fundamental
decisions affecting the Company, including the election of directors and the
merger or sale of the Company. See "Risk Factors--Control by Founding
Shareholders," "Certain Transactions," "Principal and Selling Shareholders" and
"Description of Capital Stock."

SEE "RISK FACTORS" ON PAGE 11 FOR A DESCRIPTION OF CERTAIN MATTERS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE COMMON SHARES.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
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<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS (1) SHAREHOLDERS (2)
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<S> <C> <C> <C>
Per Common Share................... $ $ $
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Total (3).......................... $ $ $
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</TABLE>
(1) The Company has agreed to indemnify the U.S. Underwriters and the Managers
against certain liabilities, including liabilities under the Securities Act
of 1933, as amended. See "Underwriting."
(2) Before deducting expenses of the Offerings estimated at $550,000 payable by
the Company.
(3) The Selling Shareholders have granted the U.S. Underwriters a 30-day option
to purchase up to 472,500 additional Common Shares on the same terms as set
forth above to cover over-allotments, if any. If the U.S. Underwriters
exercise such option in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Selling Shareholders will be
$ , $ and $ , respectively. See "Underwriting."

--------

The Common Shares are being offered by the several U.S. Underwriters named
herein, subject to prior sale, when, as and if accepted by them and subject to
certain conditions. It is expected that certificates for the Common Shares
offered hereby will be available for delivery on or about , 1996
at the offices of Smith Barney Inc., 388 Greenwich Street, New York, New York
10013.

--------

SMITH BARNEY INC.
LAZARD FRERES & CO. LLC
MORGAN STANLEY & CO.
INCORPORATED
, 1996
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IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON SHARES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.

DURING THE OFFERINGS, CERTAIN PERSONS AFFILIATED WITH PERSONS PARTICIPATING
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR
THE ACCOUNTS OF OTHERS IN THE COMMON SHARES PURSUANT TO EXCEPTIONS FROM RULES
10B-6, 10B-7 AND 10B-8 UNDER THE SECURITIES EXCHANGE ACT OF 1934.

IN CONNECTION WITH THE OFFERINGS, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET-
MAKING TRANSACTIONS IN THE COMMON SHARES ON THE NASDAQ NATIONAL MARKET IN
ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE
"UNDERWRITING."

FOR NORTH CAROLINA INVESTORS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA,
NOR HAS THE COMMISSIONER OF INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY
OF THIS DOCUMENT. THE BUYER IN NORTH CAROLINA UNDERSTANDS THAT NEITHER THE
COMPANY NOR ITS SUBSIDIARIES ARE LICENSED IN NORTH CAROLINA PURSUANT TO
CHAPTER 58 OF THE NORTH CAROLINA GENERAL STATUTES, NOR COULD THEY MEET THE
BASIC ADMISSIONS REQUIREMENTS IMPOSED BY SUCH CHAPTER AT THE PRESENT TIME.

CONSENT UNDER THE EXCHANGE CONTROL ACT 1972 (AND REGULATIONS THEREUNDER) HAS
BEEN OBTAINED FROM THE BERMUDA MONETARY AUTHORITY FOR THE ISSUE OF THE SHARES
BEING OFFERED PURSUANT TO THE OFFERINGS. IN ADDITION, A COPY OF THIS DOCUMENT
HAS BEEN DELIVERED TO THE REGISTRAR OF COMPANIES IN BERMUDA FOR FILING
PURSUANT TO THE COMPANIES ACT 1981 OF BERMUDA. IN GIVING SUCH CONSENT AND IN
ACCEPTING THIS PROSPECTUS FOR FILING, THE BERMUDA MONETARY AUTHORITY AND THE
REGISTRAR OF COMPANIES IN BERMUDA ACCEPT NO RESPONSIBILITY FOR THE FINANCIAL
SOUNDNESS OF ANY PROPOSAL OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE
OR OPINIONS EXPRESSED HEREIN.

THESE SECURITIES MAY NOT BE OFFERED OR SOLD TO PERSONS IN THE UNITED KINGDOM
EXCEPT TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESSES, OR OTHERWISE IN CIRCUMSTANCES WHICH DO NOT
CONSTITUTE AN OFFER TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING OF
THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995. ALL APPLICABLE PROVISIONS OF
THE FINANCIAL SERVICES ACT 1986 OF THE UNITED KINGDOM MUST BE COMPLIED WITH IN
RELATION TO ANYTHING DONE IN RELATION TO THESE SECURITIES IN, FROM OR
OTHERWISE INVOLVING THE UNITED KINGDOM. THIS DOCUMENT MAY NOT BE ISSUED OR
PASSED ON TO ANY PERSON IN THE UNITED KINGDOM UNLESS THAT PERSON IS OF A KIND
DESCRIBED IN ARTICLE 11(3) OF THE FINANCIAL SERVICES ACT 1986 (INVESTMENT
ADVERTISEMENTS) (EXEMPTIONS) ORDER 1996 OR IS A PERSON TO WHOM THIS DOCUMENT
MAY OTHERWISE LAWFULLY BE ISSUED OR PASSED ON.

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In this Prospectus, references to "dollar" and "$" are to United States
currency, and the terms "United States" and "U.S." mean the United States of
America, its states, its territories, its possessions and all areas subject to
its jurisdiction.

ENFORCEMENT OF CIVIL LIABILITIES UNDER
UNITED STATES FEDERAL SECURITIES LAWS

The Company is a Bermuda company and certain of its officers and directors
are residents of various jurisdictions outside the United States. All or a
substantial portion of the assets of the Company and such officers and
directors, at any one time, are or may be located in jurisdictions outside the
United States. Therefore, it may be difficult for investors to effect service
of process within the United States on any of such persons or to enforce
against them judgments of United States courts predicated upon civil liability
provisions of the United States federal securities laws. Notwithstanding the
foregoing, the Company has appointed CT Corporation System, 1633 Broadway, New
York, New York 10019, its agent to receive service of process with respect to
actions against it arising out of or in connection with the United States
federal securities laws or out of violations of such laws in any federal or
state court in the United States relating to the transactions covered by this
Prospectus. The Company has been advised by Conyers, Dill & Pearman, its
Bermuda counsel, that there is a doubt as to whether the courts of Bermuda
would enforce (i) judgments of United States courts obtained in actions
against such persons or the Company predicated upon the civil liability
provisions of the United States federal securities laws and (ii) original
actions brought in Bermuda against such persons or the Company predicated
solely upon United States federal securities laws. There is no treaty in
effect between the United States and Bermuda providing for such enforcement,
and there are grounds upon which Bermuda courts may not enforce judgments of
United States courts. Certain remedies available under the United States
federal securities laws would not be allowed in Bermuda courts as contrary to
that jurisdiction's public policy.

AVAILABLE INFORMATION

The Company is subject to the reporting requirements of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the United States Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company with the
Commission can be inspected without charge and copied, upon payment of
prescribed rates, at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Seven
World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2551. Copies of
such material and any part thereof are also available by mail from the Public
Reference Section of the Commission, at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Copies of such material are
also available and can be copied at the offices of the Nasdaq National Market,
1735 K Street, Washington, D.C. 20006. In addition, the Commission maintains a
Web site on the Internet at http://www.sec.gov that contains reports, proxy
and information statements and other information regarding registrants that
file electronically with the Commission, including the Company.

The Company has filed with the Commission a registration statement (herein,
together with all amendments, exhibits and schedules thereto, referred to as
the "Registration Statement") under the United States Securities Act of 1933,
as amended (the "Securities Act"), with respect to the Common Shares offered
hereby. This Prospectus, which is part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with rules and regulations of the
Commission. For further information with respect to the Company and the Common
Shares, reference is hereby made to the Registration Statement. Statements
made in this Prospectus concerning the contents of any contract, agreement or
other document are not necessarily complete. With respect to each such
contract, agreement or other document filed with the Commission as an exhibit
to the Registration Statement, reference is made to such exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference.

The Company currently will be treated as a domestic corporation for purposes
of certain requirements of the Exchange Act, including the proxy rules,
because the Company currently does not fit the definition of a

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"foreign private issuer" within the meaning of Rule 3b-4 under the Exchange
Act. Pursuant to current Rule 3b-4, a "foreign private issuer" is any foreign
issuer other than a foreign government, except an issuer meeting the following
conditions: (i) more than 50% of the outstanding voting securities are held of
record by residents of the United States and (ii) any of the following: (1)
the majority of the executive officers or directors are United States citizens
or residents, (2) more than 50% of the assets are located in the United States
or (3) the business is administered principally in the United States. By
virtue of (i) and (ii)(1), the Company currently is not and does not expect
that it will become a "foreign private issuer," although there is no assurance
of such. If the Company were to become a "foreign private issuer," it would be
exempted from the proxy and short-swing profit rules under Sections 14 and 16
of the Exchange Act and, for reporting purposes under the Exchange Act, would
be subjected to rules applicable to "foreign private issuers."

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Forward-looking statements are statements other than historical
information or statements of current condition. Some forward-looking
statements may be identified by use of terms such as "believes,"
"anticipates," "intends" or "expects." The forward-looking statements
contained in this Prospectus are generally located in the material set forth
under the headings "Prospectus Summary," "Risk Factors," "Dividend Policy,"
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations" and "Business," but may be found in other locations as well. These
forward-looking statements relate to the plans and objectives of the Company
for future operations, including the Company's objective to seek average
annualized returns on shareholders' equity of 20% to 25% over time and the
Company's policy to distribute as dividends in each fiscal year 50% to 60% of
the Company's net income from the prior fiscal year, if any, on a quarterly
basis. In light of the risks and uncertainties inherent in all future
projections, including but not limited to those set forth under the heading
"Risk Factors," the inclusion of forward-looking statements in this Prospectus
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved. Many factors
could cause the Company's actual results to differ materially from those in
the forward-looking statements, including the following: (i) the occurrence of
catastrophic events with a frequency or severity exceeding the Company's
estimates; (ii) a decrease in the level of demand for property catastrophe
reinsurance; (iii) an increase in the supply of property catastrophe
reinsurance as a result of additional capital provided by recent or future
market entrants or by existing property catastrophe reinsurers; (iv) increased
competitive pressure from current reinsurers and future market entrants; (v) a
competitive disadvantage resulting from certain of the Company's principal
competitors having higher financial ratings than the Company, any lowering or
loss of one of the Company's financial ratings in the future or the Company's
non-admitted status in United States jurisdictions; (vi) a major decrease in
the cession of business from CNA Financial Corporation (together with its
affiliates, "CNA") to the Company; (vii) loss of the services of any of the
Company's executive officers; (viii) the occurrence of a single catastrophic
event affecting multiple geographic zones; (ix) actual loss expenses exceeding
the Company's loss reserve, which is necessarily based on actuarial and
statistical projections of ultimate loss expenses; (x) changing rates of
inflation and other economic conditions, which could have an adverse impact on
loss payments, investment returns and premiums; (xi) losses due to foreign
currency exchange rate fluctuations or the failure of a counterparty to
perform under any of the Company's foreign exchange contracts; (xii) the
termination of any of the Company's service agreements; (xiii) the passage of
federal or state legislation subjecting the Company to supervision or
regulation in the United States; (xiv) challenges by insurance regulators in
the United States or the United Kingdom to the Company's claim of exemption
from insurance regulation under current laws; (xv) a contention by the United
States Internal Revenue Service (the "IRS") that the Company or LaSalle Re is
engaged in the conduct of a trade or business within the U.S.; and (xvi) sales
of substantial amounts of the Common Shares in the public markets following
the Offerings, or the perception that such sales could occur. The foregoing
review of important factors should not be construed as exhaustive and should
be read in conjunction with other cautionary statements that are included in
this Prospectus. The Company undertakes no obligation to release publicly the
results of any future revisions it may make to forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and consolidated financial
statements, including the notes thereto, appearing elsewhere in this
Prospectus. Unless otherwise indicated, all financial information presented
herein has been prepared in accordance with U.S. generally accepted accounting
principles ("GAAP") and the information contained in this Prospectus assumes
that the Underwriters' over-allotment option has not been exercised. Certain
terms used herein are defined in "Glossary of Selected Insurance and
Reinsurance Terms." Unless the context otherwise requires, references herein to
the "Company" include LaSalle Re Holdings Limited ("Holdings"), the issuer of
the Common Shares offered hereby, LaSalle Re Limited ("LaSalle Re"), the
Company's insurance subsidiary, LaSalle Re (Services) Limited ("LaSalle Re
Services"), the Company's London representative office, and LaSalle Re
Corporate Capital Ltd. ("LaSalle Re Capital"), the Company's subsidiary formed
to participate in Lloyd's of London ("Lloyd's") syndicates.

THE COMPANY

OVERVIEW

The Company writes high severity, low frequency reinsurance on a worldwide
basis through its subsidiary, LaSalle Re. The Company primarily writes property
catastrophe reinsurance and also writes selected other lines of reinsurance
when it believes that market conditions are favorable. These lines currently
include property risk excess, property pro rata treaty, casualty clash, marine,
crop hail, aviation and satellite. The Company believes that these other lines
will constitute a growing portion of the Company's total portfolio of
reinsurance business, helping to moderate the volatility of its property
catastrophe reinsurance exposures.

The Company has been successful in attaining a selective and geographically
diverse portfolio of property catastrophe reinsurance risks. In the year ended
September 30, 1996, 41.7% of the Company's net premiums written represented
U.S.-based risks, 11.6% represented continental Europe-based risks, 8.6%
represented U.K.-based risks and 36.2% represented risks located in a variety
of other geographic zones elsewhere in the world. As a result of long-term
relationships between the Company's management and certain clients and brokers,
the Company has developed a strong base of regional business in discrete zones
within the U.S. This business assists the Company in diversifying its U.S.-
based risks and makes more efficient use of its capital by limiting multi-zone
exposures. In the year ended September 30, 1996, this regional business
represented a significant component of the Company's U.S.-based net premiums
written.

At September 30, 1996, the Company had total shareholders' equity and
minority interest (together, "Combined Equity") of $486.9 million compared to
$400.8 million at September 30, 1995. It achieved annualized returns on average
Combined Equity of 29.2% and 26.6%, respectively, and combined ratios of 46.0%
and 52.6%, respectively, for the years ended September 30, 1996 and 1995. In
addition, its loss and loss expense ratios were 26.4% and 35.5% for the same
periods. The Company wrote net premiums of $190.2 million and $201.9 million,
respectively, for the years ended September 30, 1996 and 1995. There can be no
assurance that the Company will achieve similar results in the future.

CAPITAL MANAGEMENT STRATEGY

The Company has adopted a capital management strategy focused on balancing
capital levels with aggregate exposures while seeking to achieve average
annualized returns on shareholders' equity of 20% to 25% over time. Consistent
with this strategy, in October 1996, the Company adopted a dividend policy
pursuant to which it intends to distribute in each fiscal year 50% to 60% of
the Company's net income from the prior fiscal year, if any, on a quarterly
basis. In 1997, the Company expects to distribute 50% of its fiscal 1996 net
income. Based on the Company's net income for the year ended September 30,
1996, the Company currently expects to pay a quarterly dividend of $0.71 per
share in January 1997. See "Dividend Policy." In support of its dividend policy
and to protect its capital base, the Company currently is negotiating the
purchase of non-traditional, multi-year

5
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reinsurance protection to reduce earnings volatility resulting from one or more
severe catastrophic events over a period of years. There can be no assurance
that the Company will be able to obtain such reinsurance on terms acceptable to
it.

As part of its capital management strategy, the Company also intends to
repurchase up to $50 million of Common Shares in open market or privately
negotiated transactions from time to time depending on market conditions and
the Company's capital and liquidity requirements. The Company expects this
share repurchase program to commence in early calendar year 1997.

The Company believes that its capital management strategy is attractive to
investors, while its level of capital and surplus offers financial security to
cedents and demonstrates to brokers and clients a commitment to property
catastrophe reinsurance. The Company's ability to implement its capital
management strategy in the future will depend on various factors, some of which
are beyond its control, and is subject to change at the discretion of the
Company's Board of Directors (the "Board"). See "Risk Factors" and "Dividend
Policy."

OPERATING STRATEGIES

The Company pursues the following operating strategies which, in conjunction
with its capital management strategy, are intended to maximize return on
shareholders' equity:

Focus on Property Catastrophe Reinsurance. The Company concentrates on
writing property catastrophe reinsurance of risks located throughout the world.
For the years ended September 30, 1996 and 1995, the Company derived 86.5% and
88.4%, respectively, of its net premiums written from property catastrophe
reinsurance. The high level of severity and frequency of property catastrophe
losses from 1987 through 1992 precipitated a general increase in rates and
attachment points in this line of reinsurance. Although rates have declined
from their highs in 1993 and 1994, the Company believes that property
catastrophe reinsurance can still be significantly profitable for a reinsurer,
such as the Company, that has the financial strength, flexibility and
responsiveness needed to attract quality business and the high level of
technical underwriting judgment and skill necessary to price risks
appropriately.

Selectively Write Other Lines of Business. While property catastrophe
reinsurance is the Company's primary focus, the Company also seeks to take
advantage of pricing opportunities that may occur in other lines of
reinsurance. These lines generally are characterized by a relatively short
period between the collection of premium and the notification of loss. These
lines currently include property risk excess and pro rata treaty insurance,
which constituted 5.1% and 2.6% of the Company's net premiums written in the
years ended September 30, 1996 and 1995, respectively. The Company also writes
casualty clash, marine, crop hail, aviation and satellite reinsurance. For the
years ended September 30, 1996 and 1995, these coverages represented 6.5% and
6.0%, respectively, of the Company's net premiums written. The Company believes
that writing these types of reinsurance enhances the utilization of capital
because these lines generally do not create additional aggregate exposure for
the Company. In addition, the Company has formed LaSalle Re Capital to provide
capital support to selected Lloyd's syndicates commencing in January 1997. See
"Business--Reinsurance Products."

Utilize a Disciplined Underwriting Approach. Underwriting decisions are made
following analysis of each reinsurance contract based on the expected
incremental return on equity in relation to the Company's overall portfolio of
reinsurance contracts. To assess its property catastrophe risks, the Company
uses a variety of underwriting techniques, including simulation models,
exposure ratings and experience ratings. The Company has developed its
proprietary L-CAM(TM) catastrophe analysis model to assess its risks in the
U.S. property catastrophe market. The Company controls and monitors its
aggregate exposures on a real-time basis using computer-based rating and
control systems. The Company is highly selective in accepting risks, extending
coverage on approximately 29% and 24% of the contract submissions it received
in the years ended September 30, 1996 and 1995, respectively. See "Business--
Underwriting."

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Maintain and Develop Long-Term Relationships with Clients and Brokers. The
Company seeks to maintain and develop long-term relationships with its clients
and brokers by providing a high level of service. The Company promptly responds
to underwriting submissions, designs customized programs, offers lead terms
when circumstances warrant and pays valid claims within an average of five
days. The Company retains a substantial portion of its clients from year to
year. Retention of clients permits the Company to use its experience regarding
a client's underwriting practices and risk management systems to underwrite its
own business with greater precision. In addition, the Company's relationships
with brokers permit it to obtain business and monitor developments in various
lines of reinsurance in order to increase its writings when market conditions
in those lines are favorable. See "Business--Marketing."

INDUSTRY TRENDS

The Company believes that an imbalance between the supply of and demand for
property catastrophe reinsurance existed in 1993 and resulted in an increase in
premiums from pre-1993 levels. As a result of the increased property
catastrophe reinsurance capacity since 1993, the Company believes that supply
and demand in the property catastrophe reinsurance market became more stable in
1994 and have remained relatively stable in succeeding years. Based on the
Company's marketing efforts, reinsurance contract submissions and publicly
available information, the Company believes that property catastrophe rates
generally remained at the substantially increased 1993 levels in 1994 and
decreased somewhat in 1995 from 1994 levels. On these same bases, the Company
believes that rates in 1996 have decreased from levels in 1995. In particular,
rates have declined significantly in areas, such as Japan and Europe, where
there has been favorable loss experience, while in the U.S. market, where the
level of property catastrophe losses has generally been higher than in
international markets in recent years, rates have decreased to a lesser degree.
Notwithstanding these rate decreases, the Company believes that current rates
substantially exceed 1992 levels. If and while favorable loss experience
continues and reinsurance capacity does not diminish, the Company expects
further downward pressure on rates during 1997. See "Risk Factors--Business
Considerations" and "Business--Industry Trends."

FORMATION

Aon Corporation (together with its affiliates, "Aon"), CNA, Corporate
Partners, L.P. (together with its related parties, "Corporate Partners") and
certain other investors (together, the "Founding Shareholders") formed LaSalle
Re in Bermuda in October 1993 to take advantage of the supply and demand
imbalance that they believed existed in the property catastrophe reinsurance
market. Affiliates of Aon and CNA provide certain underwriting, investment
management and administrative services to the Company pursuant to service
agreements. See "Certain Transactions." Holdings was incorporated in Bermuda in
September 1995 as a holding company in connection with the Company's
recapitalization and initial public offering. Holdings owns 100% of the
outstanding voting stock of LaSalle Re, which upon completion of the Offerings
will constitute approximately 71% of the outstanding capital stock of LaSalle
Re. Certain Founding Shareholders hold exchangeable non-voting shares of
LaSalle Re (the "Exchangeable Non-Voting Shares"), which shares are
exchangeable, at the option of the holder, for Common Shares of the Company on
a one-for-one basis, unless the Board determines such exchange may cause actual
or potential adverse tax consequences to the Company or any shareholder. See
"Description of Capital Stock--Capital Stock of LaSalle Re--Exchangeable Non-
Voting Shares." Upon completion of the Offerings, the Founding Shareholders
will own approximately 54% of the Common Shares and approximately 29% of the
capital stock of LaSalle Re (51% and 28% if the U.S. Underwriters' over-
allotment option is exercised in full). See "Principal and Selling
Shareholders."

----------------

The Company's principal executive offices are located at 25 Church Street,
Hamilton HM FX Bermuda, and its phone number is (441) 292-3339.

RISK FACTORS

Prospective investors in the Common Shares offered hereby should consider
carefully the matters set forth in "Risk Factors," as well as the other
information set forth in this Prospectus.

7
<PAGE>

THE OFFERINGS

<TABLE>
<S> <C>
Common Shares sold in the
Offerings:
U.S. Offering................... 2,520,000
International Offering.......... 630,000
Total(1)...................... 3,150,000
Common Shares to be Outstanding
after the Offerings(2)........... 22,727,010
Price Per Common Share............ $
Use of Proceeds................... The Company will not receive any of the
proceeds from the sale of the Common Shares
offered hereby. See "Use of Proceeds."
Dividends......................... In October 1996, the Company adopted a
dividend policy pursuant to which it
intends to distribute in each fiscal year
50% to 60% of the Company's net income from
the prior fiscal year, if any. In 1997, the
Company expects to distribute 50% of its
fiscal 1996 net income. The Company plans
to continue to pay dividends on a quarterly
basis in January, April, July and October
of each year. Based on the Company's net
income for the year ended September 30,
1996, the Company currently expects to pay
a quarterly dividend of $0.71 per share in
January 1997. The actual amount and timing
of any future dividends, including the
proposed quarterly dividend payable in
January 1997, is at the discretion of the
Board and is dependent upon the profits and
financial requirements of the Company and
other factors, including certain legal,
regulatory and other restrictions. See
"Dividend Policy."
Nasdaq National Market Symbol..... LSREF
</TABLE>
- --------
(1) Excludes up to 472,500 Common Shares that may be sold if the over-allotment
option granted by the Selling Shareholders to the U.S. Underwriters is
exercised. See "Underwriting."

(2) Includes 6,656,781 Exchangeable Non-Voting Shares that are held by certain
Founding Shareholders and are exchangeable, at the option of the holder,
for Common Shares on a one-for-one basis, unless the Board determines that
such exchange may cause actual or potential adverse tax consequences to the
Company or any shareholder. See "Description of Capital Stock--Capital
Stock of LaSalle Re--Exchangeable Non-Voting Shares" and "Certain Tax
Considerations." Excludes 2,840,220 Common Shares reserved for issuance
upon exercise of options issued in connection with the formation of LaSalle
Re, granted to certain executive officers and issuable in connection with
outstanding stock appreciation rights. See "Management--Employment
Agreements," "Management--Long-Term Incentive Plan" and "Certain
Transactions--Formation and Recapitalization."

8
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The historical consolidated financial data presented below as of and for each
of the periods ended September 30, 1996, 1995 and 1994 were derived from the
Company's audited consolidated financial statements included elsewhere in this
Prospectus. The summary consolidated financial data should be read in
conjunction with the Company's Consolidated Financial Statements and related
notes appearing elsewhere in this Prospectus and with "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
PERIOD
YEAR ENDED SEPTEMBER 30, OCTOBER 26, 1993
-------------------------- TO SEPTEMBER 30,
1996 1995(1) 1994(1)
------------ ------------ ----------------
<S> <C> <C> <C>
STATEMENT OF INCOME DATA
Net premiums written.............. $ 190,151 $ 201,916 $ 133,327
Net premiums earned............... 195,141 170,370 76,989
Net investment income (net of
realized losses)................. 26,428 25,066 15,739
Loss and loss expenses incurred... 51,477 60,397 49,801
Underwriting expenses............. 27,268 22,988 8,686
Operating expenses(2)............. 13,373 7,603 4,342
Income before minority interest... 129,451 104,448 29,899
Minority interest(3).............. 47,966 38,774 10,958
Net income........................ 81,485 65,674 18,941
Net income per share(4)........... 5.40 4.51 1.31
Weighted average shares
outstanding(5)................... 23,967,870 23,170,680 22,852,910
Dividend per Common Share(6)...... $ 1.85 $ 4.62 $ --
OTHER DATA
Loss and loss expense ratio(7).... 26.4% 35.5% 64.7%
Expense ratio(7).................. 19.6% 17.1% 16.6%
Combined ratio(7)................. 46.0% 52.6% 81.3%
Return on average Combined
Equity(8)........................ 29.2% 26.6% 9.3%
Total statutory capital and
surplus(9)....................... $ 475,580 $ 390,683 $ 376,414
BALANCE SHEET DATA (AT END OF
PERIOD)
Total investments and cash........ $ 537,504 $ 522,425 $ 409,738
Reinsurance balances receivable... 70,625 86,146 50,307
Total assets...................... 634,374 636,547 481,424
Reserve for losses and loss
expenses......................... 49,875 66,654 37,789
Reserve for unearned premiums..... 82,894 87,885 56,338
Minority interest(3).............. 179,470 147,389 140,838
Total shareholders' equity........ 307,448 253,422 243,446
Book value per share(10).......... $ 21.42 $ 17.64 $ 16.91
</TABLE>
- --------
(1) In October 1995, LaSalle Re changed its fiscal year end from December 31 to
September 30, effective September 30, 1995. All prior periods have been
adjusted to reflect a fiscal year end of September 30.
(2) Includes operating expenses, corporate expenses, interest payable and
foreign exchange gains and losses. For a discussion of foreign exchange
gains and losses, see "Management's Discussion of Financial Condition and
Results of Operations."
(3) Minority interest represents those shares in LaSalle Re which are held as
Exchangeable Non-Voting Shares and currently constitute approximately 37%
of the capital stock of LaSalle Re. The Exchangeable Non-Voting Shares are
held by certain Founding Shareholders and are exchangeable, at the option
of the holder,

9
<PAGE>

for Common Shares of Holdings on a one-for-one basis, unless the Board
determines that such exchange may cause actual or potential adverse tax
consequences to the Company or any shareholder. See "Description of Capital
Stock--Capital Stock of LaSalle Re--Exchangeable Non-Voting Shares" and
"Certain Tax Considerations."
(4) Net income per share equals income before minority interest divided by
weighted average shares outstanding.
(5) Weighted average shares outstanding include Common Shares and Exchangeable
Non-Voting Shares as common stock equivalents and the dilutive effect of
stock options and stock appreciation rights using the treasury stock
method.
(6) Dividend per Common Share is based on outstanding Common Shares of
14,397,720 (1995: 14,397,720; 1994: 14,395,710).
(7) The loss and loss expense ratio is calculated by dividing the losses and
loss expenses incurred by net premiums earned. The expense ratio is
calculated by dividing underwriting expenses and certain operational
expenses by net premiums earned. The combined ratio is the sum of the loss
and loss expense ratio and the expense ratio.
(8) Return on average Combined Equity is calculated by dividing income before
minority interest by the average of the opening and closing sum of
shareholders' equity and minority interest. The adjustment in respect of
minority interest reflects the exchangeable nature of the Exchangeable
Non-Voting Shares. Closing shareholders' equity and minority interest
reflects any dividends declared or paid during such periods, with the
average not adjusted to reflect the timing of dividends declared or paid.
See "Dividend Policy."
(9) Total statutory capital and surplus of LaSalle Re is calculated in
accordance with the provisions of The Insurance Act 1978 of Bermuda,
amendments thereto and related regulations. See "Business--Regulation."
(10) Book value per share is calculated based on Combined Equity divided by
Common Shares and Exchangeable Non-Voting Shares of 22,727,010 (1995:
22,727,010; 1994: 22,725,000).

10
<PAGE>

RISK FACTORS

Prospective investors in the Common Shares offered hereby should consider
carefully the matters set forth below, as well as the other information set
forth in this Prospectus.

LIMITED OPERATING HISTORY

LaSalle Re commenced operations in November 1993 and has a limited operating
and claims history. The financial data included herein are not necessarily
indicative of the financial condition or results of operations of the Company
in the future. In addition, the Company's limited operating and claims history
may make it more difficult for the Company to assess the risks it underwrites
based on its own historical loss experience. See "Selected Consolidated
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business."

VOLATILITY OF FINANCIAL RESULTS; CAPITAL MANAGEMENT STRATEGY

The Company primarily underwrites property catastrophe reinsurance, which
covers unpredictable events such as hurricanes, windstorms, hailstorms,
earthquakes, fires, industrial explosions, freezes, riots, floods and other
man-made or natural disasters. Because the Company has large aggregate
exposures to man-made and natural disasters, the Company expects that its
claims experience will be characterized by relatively low frequency and high
severity. The occurrence of claims from catastrophic events is likely to
result in substantial volatility in the Company's financial results for any
fiscal quarter or year, and therefore, in the timing and amount of any
dividend paid. The Company endeavors to manage its exposures to catastrophic
events by limiting the amount of its exposure in each geographic zone
worldwide and requiring that its property catastrophe contracts provide for
aggregate limits and attachment points. Nonetheless, a single catastrophic
event could affect multiple geographic zones or the frequency or severity of
catastrophic events could exceed the Company's estimates. The occurrence of
these events could have a material adverse effect on the Company's financial
condition and results of operations and its ability to write new business and
to pay dividends. To date, the Company has not used retrocessions to manage
its exposures. Catastrophic events of significant magnitude historically have
been relatively infrequent, although the Company believes that the property
catastrophe reinsurance market has experienced a high level of worldwide
catastrophic losses in terms of both frequency and severity from 1987 to the
present as compared with prior years. The Company expects that increases in
the values and concentrations of insured property and the effects of inflation
will increase the severity of such occurrences per year in the future. See
"Business--Reinsurance Products."

Pursuant to its dividend policy, the Company intends to distribute in each
fiscal year 50% to 60% of the Company's net income from the prior fiscal year,
if any, on a quarterly basis. In 1997, the Company expects to distribute 50%
of its fiscal 1996 net income. The Company's credit facility currently
restricts dividends to a maximum of 50% of net income for the prior fiscal
year. In order to pay dividends in excess of 50% of net income, the Company
would have to renegotiate certain terms of its credit facility. The Company
also intends to repurchase up to $50 million of Common Shares in open market
or privately negotiated transactions from time to time depending on market
conditions and the Company's capital and liquidity requirements. The payment
of dividends and any share repurchases will result in the Company having less
capital available to sustain losses than would otherwise be the case. See
"Dividend Policy," "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources" and
"Business--Capital Management Strategy."

RELIANCE ON AON AND CNA; TRANSACTIONS WITH AFFILIATES; CONFLICTS OF INTEREST

The Company's day-to-day operations are performed by affiliates of Aon and
CNA pursuant to service agreements with the Company (the "Service
Agreements"). The Service Agreements consist of: (i) an underwriting services
agreement (the "Underwriting Services Agreement") with CNA (Bermuda) Services
Ltd. ("CNA Bermuda") pursuant to which CNA Bermuda provides underwriting
services and underwrites all classes

11
<PAGE>

of insurance and reinsurance for LaSalle Re; (ii) an administrative services
agreement (the "Administrative Services Agreement") with Aon Risk Consultants
(Bermuda) Ltd. ("Aon Bermuda") pursuant to which Aon Bermuda provides LaSalle
Re with actuarial and financial reporting, accounting, office space and other
administrative services; (iii) an investment management agreement (the
"Investment Management Agreement") with Aon Advisors (UK) Limited ("Aon
Advisors") pursuant to which Aon Advisors provides LaSalle Re with investment
management services in accordance with the investment guidelines set by the
Board of Directors of LaSalle Re; and (iv) a claims agreement (the "Claims
Agreement") with Integrated Runoff Insurance Services Corporation ("IRISC"),
an affiliate of Aon, pursuant to which IRISC serves as claims administrator
for LaSalle Re. The Service Agreements terminate on December 31, 1998 with a
two-year extension at the option of the Company, other than the Claims
Agreement, which terminates on December 31, 1996. After the termination of the
Claims Agreement, Aon Bermuda will serve as claims administrator for LaSalle
Re under the Administrative Services Agreement. While a number of other
organizations offer the services provided to the Company by affiliates of Aon
and CNA, there can be no assurance that if any of the Service Agreements were
to terminate, the Company would be able to successfully perform such services
for itself or obtain such services from persons which are not affiliates of
CNA or Aon on substantially similar terms. In particular, the termination of
the Underwriting Services Agreement or the Administrative Services Agreement
could have a material adverse effect on the Company. See "Certain
Transactions."

In 1996 and 1995, CNA ceded to the Company a portion of its existing book of
property catastrophe reinsurance business. The terms of these cessions to the
Company were negotiated between the parties and the Company believes that they
are at market rates. This ceded business represented 12.7% and 14.3% of the
Company's net premiums written and 12.9% and 15.6% of net premiums earned in
1996 and 1995, respectively. Such cessions assisted the Company in
establishing a geographic diversification of exposures that might have been
difficult for a newly organized reinsurer to establish on its own. Excluding
the business ceded by CNA, for the year ended September 30, 1996, 47.8% of the
Company's net premiums written represented U.S.-based risks and the remaining
52.2% was spread in other territories around the world. Although the Company
expects the level of such cessions to continue to decrease, if CNA were to
suddenly cease ceding business to the Company, the geographical diversity of
the Company's portfolio of property catastrophe risks and the Company's
results of operations could be materially adversely affected. See "Certain
Transactions--Reinsurance Transactions with Aon and CNA."

The Service Agreements and other transactions between Aon or CNA and the
Company may give rise to potential conflicts of interest between Aon or CNA,
on the one hand, and the Company, on the other hand. However, as provided
under Bermuda law, directors who have an interest in any matter are permitted
under Holdings' bye-laws (the "Bye-Laws") and LaSalle Re's bye-laws to vote
with respect to such matters as long as they have disclosed their interest. A
director of Holdings or LaSalle Re who is directly or indirectly interested in
a proposed contract or other matter with such company must declare the nature
of such interest to the Board or the Board of Directors of LaSalle Re, as the
case may be. Each of the Service Agreements has been approved by a vote of the
Board of Directors of LaSalle Re at a meeting at which all directors present
who are affiliated with Aon or CNA recused themselves. CNA competes with the
Company for property catastrophe and other lines of reinsurance underwritten
by the Company. Aon, CNA and other Founding Shareholders have sponsored and
may in the future sponsor or otherwise participate in other insurance ventures
with other entities engaged in or intending to engage in insurance and
reinsurance underwriting, some of which compete and may in the future compete
with the Company. Conflicts of interest could also arise with respect to
business opportunities that could be advantageous to Aon, CNA or other
Founding Shareholders, on the one hand, and the Company, on the other hand.
Aon and CNA also have entered into agreements and maintain relationships with
numerous companies that may compete with the Company. No agreement or
understanding exists regarding the resolution of any of these potential
conflicts of interest.

DEPENDENCE ON MANAGEMENT

The Company's success depends on the efforts and abilities of its Chairman,
Chief Executive Officer and President, Victor H. Blake, its Executive Vice
President and Chief Underwriting Officer, Guy D. Hengesbaugh, and its Chief
Financial Officer and Treasurer, Andrew Cook. The Company has entered into
employment

12
<PAGE>

agreements with Mr. Blake and Mr. Cook. The Company receives the services of
Mr. Hengesbaugh pursuant to the terms of the Underwriting Services Agreement
and does not have an employment agreement with him. The Company does not
maintain key-man life insurance on any of its executive officers. See
"Management--Employment Agreements" and "Certain Transactions--Underwriting
Services Agreement."

Under Bermuda law, non-Bermudians (other than spouses of Bermudians) may not
engage in any gainful occupation in Bermuda without the specific permission of
the appropriate Bermuda government authority. Such permission, or a work
permit for a specific period of time, can be granted upon showing that, after
proper public advertisement, no Bermudian or spouse of a Bermudian is
available who meets the minimum standards for the advertised position. Of the
Company's executive officers, Victor H. Blake, Guy D. Hengesbaugh and Andrew
Cook are working under work permits. There can be no assurance that the work
permits of such executive officers will be extended or that, if such executive
officers were to leave the Company, work permits for new executive officers
would be granted.

BUSINESS CONSIDERATIONS

The Company believes that an imbalance between the supply of and demand for
property catastrophe reinsurance existed in 1993 and resulted in an increase
in premiums from pre-1993 levels. The Company believes that the numerous and
severe catastrophic events experienced worldwide from 1987 to 1992 resulted in
large losses for reinsurers and led to the withdrawal, in whole or in part, of
certain reinsurers from the property catastrophe market. At the same time,
increased scrutiny of catastrophe exposures and a general increase in insured
property values in catastrophe-exposed areas contributed to increased demand
for property catastrophe insurance and reinsurance. The Company believes that
the supply and demand imbalance led to the entry of approximately $4.3 billion
of capital in the Bermuda-based property catastrophe reinsurance market in
1992 and 1993. As a result of the increased property catastrophe reinsurance
capacity, the Company believes that supply and demand in the property
catastrophe reinsurance market became more stable in 1994 and have remained
relatively stable in succeeding years. Based on the Company's marketing
efforts, reinsurance contract submissions and publicly available information,
the Company believes that property catastrophe rates generally remained at the
substantially increased 1993 levels in 1994 and decreased somewhat in 1995
from 1994 levels. On these same bases, the Company believes that rates in 1996
have decreased from levels in 1995. In particular, rates have declined
significantly in areas, such as Japan and Europe, where there has been
favorable loss experience, while in the U.S. market, where the level of
property catastrophe losses has generally been higher than in international
markets in recent years, rates have decreased to a lesser degree.
Notwithstanding these rate decreases, the Company believes that current rates
substantially exceed 1992 levels. If and while favorable loss experience
continues and reinsurance capacity does not diminish, the Company expects
further downward pressure on rates during 1997. If rates decline, the Company
expects net premiums written from property catastrophe reinsurance to decline
in 1997. However, based on its current perception of market opportunities, the
Company expects that growth in its other lines of business would cause total
net premiums to remain relatively stable. There can be no assurance that the
present level of demand will continue, that the present level of supply of
reinsurance will not increase as a result of capital provided by recent or
future market entrants or by existing property catastrophe reinsurers or that
rates will not decline. See "Business--Industry Trends."

LOSS RESERVES

The Company establishes loss reserves for the ultimate settlement costs of
all loss and loss expenses incurred with respect to business written by it.
Loss reserves represent estimates derived from actuarial and statistical
projections of the Company's expectations of ultimate loss and loss expenses
for incurred losses at a given time. Under GAAP, the Company is not permitted
to establish loss reserves with respect to its property catastrophe
reinsurance until an event occurs that may give rise to a claim. As a result,
only loss reserves applicable to losses incurred up to the reporting date may
be set aside, with no allowance for the provision of a contingency reserve to
account for expected future losses. Reserve estimates by new property
catastrophe reinsurers, such as the Company, may be inherently less reliable
than the reserve estimates of reinsurers with stable volumes of business and
an established claims history. Although the Company's own historical loss
experience by itself may be inadequate for estimating reserves, the Company
utilizes loss data generally available through various trade associations and
draws on the experience of both Aon and CNA. See "--Reliance on Aon

13
<PAGE>

and CNA; Transactions with Affiliates; Conflicts of Interest." The Company
believes that its loss reserves to date have been adequate. In contrast to
casualty property losses, which frequently can be determined only through
lengthy, unpredictable litigation, non-casualty property losses tend to be
reported promptly and usually are settled within a shorter period.
Nevertheless, actual losses and loss expenses paid may deviate, perhaps
substantially, from the reserve estimates reflected in the Company's financial
statements. The Company's loss reserves are reviewed regularly by the
Company's actuaries and executive officers and the Board of Directors of
LaSalle Re, and as they develop upward or downward, the results are reflected
in the net income in the period in which the reserve deficiency or redundancy
is evaluated. If the Company's loss reserves are determined to be inadequate,
the Company will be required to increase loss reserves with a corresponding
reduction in the Company's net income in the period in which the deficiency is
identified. There can be no assurance that the final loss settlements will not
exceed the Company's loss reserve and have a material adverse effect on the
Company's financial condition and results of operations in a particular
period. See "Business--Underwriting" and "--Reserves."

COMPETITION; RATINGS; NON-ADMITTED STATUS

The property catastrophe reinsurance industry is highly competitive. The
Company competes, and will continue to compete, with major U.S. and non-U.S.
insurers and property catastrophe reinsurers, including other Bermuda-based
property catastrophe reinsurers and CNA, some of which have greater financial
and organizational resources than the Company. There may be established
companies or new companies of which the Company is not aware which may be
planning to enter the property catastrophe reinsurance market or existing
property catastrophe reinsurers which may be planning to raise additional
capital. In addition, Lloyd's began to allow capital from corporate investors
in 1994. Competition in the types of reinsurance that the Company underwrites
is based on many factors, including rates and other terms and conditions
offered, services provided, ratings assigned by independent rating agencies,
speed of claims payment, perceived financial strength of the reinsurer and
reputation and experience of the reinsurer in the line of reinsurance to be
written.

LaSalle Re currently is rated by A.M. Best Company, Inc. ("A.M. Best") and
Standard & Poor's Corporation ("S&P"). In April 1996, LaSalle Re received an
initial rating from A.M. Best of "A-" (Excellent). Prior to that time, LaSalle
Re was not rated by any rating agency. The rating received by LaSalle Re
represents the fourth highest in the rating scale used by A.M. Best. In
October 1996, LaSalle Re received an initial rating of its claims paying
ability from S&P of "A" (Good). The rating received by LaSalle Re represents
the sixth highest in the rating scale used by S&P. Such ratings are based on
factors of concern to cedents and brokers and are not directed toward the
protection of investors. Such ratings are neither a rating of securities nor a
recommendation to buy, hold or sell such securities. While the Company
believes that its new ratings will not be a major competitive advantage or
disadvantage, some of the Company's principal competitors have higher ratings
than the Company. Insurance ratings are one factor used by brokers and cedents
as a means of assessing the financial strength and quality of reinsurers. In
addition, a cedent's own rating may be adversely affected by the lack of a
rating of its reinsurer. Therefore, a cedent may elect to reinsure with a
competitor of the Company that has a higher insurance rating. Similarly, the
lowering or loss of a rating in the future could adversely affect the
Company's ability to compete.

The Company is not licensed or admitted as an insurer in any jurisdiction
other than Bermuda and has no plans to become so licensed or admitted;
however, LaSalle Re Capital may become a corporate member of a Lloyd's
syndicate. Because jurisdictions in the United States do not permit cedents to
take credit for reinsurance obtained from unlicensed or non-admitted
reinsurers on their statutory financial statements unless security is posted,
the Company's reinsurance contracts with United States cedents generally
require it to post a letter of credit or provide other security for
outstanding claims and/or unearned premiums. In order to post these letters of
credit, the Company generally is required to provide the issuing banks with
collateral equal to such amounts. See "Business--Regulation." As a result of
the size of the Company's capitalization, the Company does not believe that
its non-admitted status in any jurisdiction has, or should have, a material
adverse effect on its ability to compete or obtain business in the property
catastrophe reinsurance market in which it operates, principally because many
of the Company's competitors are not admitted or licensed in United States
jurisdictions. However, there can be no assurance that increased competitive
pressure from current reinsurers and future market entrants or the Company's
non-admitted status will not adversely affect the Company. See "Business--
Competition."

14
<PAGE>

FOREIGN CURRENCY FLUCTUATIONS

The Company's financial statements are reported in U.S. dollars. The Company
writes a significant amount of business in currencies other than U.S. dollars
and is exposed to risks relating to fluctuations in foreign currency exchange
rates. These risks include exposure to changes in net cash inflows on non-U.S.
dollar denominated insurance premiums and exposure to reinsurance losses
denominated in non-U.S. currencies. The Company may from time to time
experience significant exchange gains or losses in currencies other than U.S.
dollars, which will affect the Company's consolidated statement of operations.

REGULATION

LaSalle Re is registered as an insurer and is subject to regulation and
supervision in Bermuda. The applicable Bermuda insurance statutes and
regulations generally are designed to protect insureds and ceding insurance
companies rather than shareholders. Among other things, such statutes and
regulations require LaSalle Re to maintain minimum levels of capital and
surplus, prescribe solvency margins that must be maintained and require
periodic examinations of LaSalle Re and its financial condition. These
provisions may, in effect, restrict the ability of LaSalle Re to write new
business or distribute funds to the Company, which, as a holding company, will
depend on such distributions as its principal source of funds. Other relevant
Bermuda statutes and regulations may also limit transfers of ownership of
LaSalle Re's capital stock and may impede the Company's ability to effect a
business combination involving a substantial change in the ownership or
control of LaSalle Re or the Company. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."

LaSalle Re is not registered or licensed as an insurance company in any
jurisdiction other than Bermuda. For the year ended September 30, 1996, 41.7%
of the Company's net premiums written represented U.S.-based risks. The
insurance laws of each state of the United States do not directly regulate the
sale of reinsurance to insurance companies domiciled or licensed therein by
alien reinsurers, such as the Company. Nevertheless, the sale of reinsurance
by alien reinsurers, such as the Company, to insurance companies domiciled or
licensed in United States jurisdictions is indirectly regulated by state
"credit for reinsurance" laws that operate to deny financial statement credit
to ceding insurers unless the non-admitted alien reinsurer posts acceptable
security for ceded liabilities and agrees to certain contract provisions
(e.g., insolvency and intermediary clauses). Although the insurance laws of
United States jurisdictions generally exempt the business of reinsurance from
"doing business" laws, the Company conducts its business at its principal
offices in Bermuda and does not maintain an office in the United States, and
its personnel do not solicit, advertise, settle claims or conduct other
insurance activities in the United States. All policies are issued and
delivered and premiums are received outside the United States. The Company
does not believe that it is subject to the insurance laws of any state in the
United States. See "Business--Regulation." Nevertheless, there can be no
assurance that inquiries or challenges to the insurance activities of the
Company will not be raised in the future.

From time to time, there have been congressional and other initiatives in
the United States regarding the supervision and regulation of the insurance
industry, including proposals to supervise and regulate alien reinsurers.
While none of these proposals has been adopted to date on either the federal
or state level, there can be no assurance that federal or state legislation
will not be enacted subjecting the Company to supervision and regulation in
the United States, which could have a material adverse effect on the Company.
In addition, no assurance can be given that if the Company were to become
subject to any laws of the United States or any state thereof or of any other
country at any time in the future, it would be in compliance with such laws.

15
<PAGE>

Despite the importance of its policyholders domiciled in the United States,
the Company does not believe that conducting its business through its offices
in Bermuda and its inability to conduct any insurance operations in the United
States have materially affected its operations to date. However, no assurance
can be given that these factors will not materially affect its operations in
the future. See "Business--Underwriting," "Business--Marketing" and
"Business--Regulation."

LaSalle Re Services maintains an office in London in order to introduce
prospective customers to the Company. LaSalle Re Services is not registered as
an insurer in England or in any other jurisdiction. Although the Company
believes that LaSalle Re Services is not required to be so registered and also
believes that the impact of other U.K. regulation on the Company's business is
minimal, no assurance can be given that U.K. regulation will not materially
affect its operations in the future.

HOLDING COMPANY STRUCTURE

Holdings is a holding company with no operations or significant assets other
than its ownership of a majority of the capital stock of LaSalle Re. Holdings
relies on cash dividends and other permitted payments from LaSalle Re to pay
expenses, to make principal and interest payments on outstanding indebtedness
of Holdings, if any, and to pay cash dividends to the holders of Common
Shares. The payment of dividends by LaSalle Re to Holdings is limited under
Bermuda law and regulations, including Bermuda insurance law. Under The
Insurance Act 1978 of Bermuda, amendments thereto and related regulations (the
"Insurance Act"), LaSalle Re is prohibited from paying dividends of more than
25% of its opening statutory capital and surplus unless it files an affidavit
stating that it will continue to meet the required solvency margin and minimum
liquidity ratio requirements and from declaring or paying any dividends
without the approval of the Minister of Finance if it failed to meet its
required margins in the previous fiscal year. The Insurance Act also requires
LaSalle Re to maintain a minimum solvency margin and minimum liquidity ratio
and prohibits dividends which would result in a breach of these requirements.
In addition, LaSalle Re is prohibited under the Insurance Act from reducing
its opening total statutory capital by more than 15% without the approval of
the Minister of Finance. See "Dividend Policy," "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and "Business--Regulation."

TAX MATTERS

Holdings and LaSalle Re are Bermuda corporations. The Company believes that
neither Holdings nor LaSalle Re will be required to pay U.S. corporate income
tax (other than withholding tax on certain U.S. source income) because they
will continue to operate their business in a manner that will cause them to
not be engaged in the conduct of a trade or business within the U.S. However,
because there are no definitive standards provided by the Internal Revenue
Code of 1986, as amended (the "Code"), existing or proposed regulations
thereunder or judicial precedent, and as the determination is inherently
factual, there can be no assurance that the IRS could not successfully contend
that Holdings or LaSalle Re is engaged in such a trade or business. If the IRS
did so contend, Holdings and LaSalle Re would (unless exempted from tax by the
U.S.-Bermuda income tax treaty (the "Bermuda Treaty")) be subject to U.S.
corporate income tax on that portion of its net income treated as effectively
connected with a U.S. trade or business, as well as the U.S. branch profits
tax. Even if the IRS were to contend successfully that LaSalle Re was engaged
in a U.S. trade or business, if LaSalle Re were entitled to benefits under the
Bermuda Treaty, the Bermuda Treaty would preclude the U.S. from taxing LaSalle
Re on its business income except to the extent that such income were
attributable to a permanent establishment maintained by LaSalle Re in the U.S.
Although the Company believes that LaSalle Re does not have a permanent
establishment in the U.S., there can be no assurance that, in the event that
LaSalle Re were entitled to the Bermuda Treaty benefits, the IRS would not
successfully contend that LaSalle Re has such an establishment and therefore
is subject to taxation.

If Holdings were considered to be engaged in a U.S. trade or business and/or
if LaSalle Re were considered to be engaged in a U.S. trade or business
through a permanent establishment located therein (or if it were considered
not entitled to the benefits of the permanent establishment clause of the
Bermuda Treaty and LaSalle

16
<PAGE>

Re were considered to be engaged in the conduct of a U.S. trade or business)
and, thus, subject to U.S. income tax, the Company's results of operations and
cash flows could be materially adversely affected. LaSalle Re Capital may
become a corporate member of a Lloyd's syndicate. If it does become such a
member, it will be subject to a Closing Agreement between Lloyd's and the IRS
and will be treated as engaged in business in the U.S. and will become subject
to U.S. corporate income tax on its net income from U.S. sources. See "Certain
Tax Considerations--Taxation of the Company and its Subsidiaries--United
States."

Generally, the U.S. shareholders of the Company will not be subject to any
U.S. tax until they receive a distribution from the Company or dispose of
their Common Shares. However, special provisions of the Code may apply to U.S.
citizens, residents, domestic corporations, partnerships, estates or trusts,
who through their ownership of Common Shares, directly, indirectly or by
attribution, own 10% or more of the voting power of all classes of stock of
Holdings and/or LaSalle Re. Under those provisions, such a holder of Common
Shares may be required to include in its income its pro rata share of the
Company's subpart F income as earned, even if not distributed. All of the
Company's income is expected to be subpart F income. Such shareholders that
are taxed currently on their pro rata share of the Company's subpart F income
will not be taxed on dividends actually distributed by the Company that are
allocable to such income. The Company has attempted to avoid being considered
a "controlled foreign corporation" under the Code by requiring prior Board
approval for any transfer of Common Shares that results in any shareholder
(other than a mutual fund) beneficially owning Common Shares equaling 5.0% or
more of the voting power of Holdings or any shareholder holding Controlled
Shares (as defined herein) in excess of 9.9% of the voting power of Holdings.
Any such transfer without prior Board approval shall not be registered in the
share register of Holdings and shall be void and of no effect. See
"Description of Capital Stock--Capital Stock of Holdings--Common Shares."

Certain special subpart F provisions of the Code could apply to U.S. persons
who either directly or indirectly through their ownership of Common Shares own
shares of LaSalle Re if (A) 25% or more of the value or voting power of the
capital stock of LaSalle Re is owned directly, indirectly or by attribution by
U.S. persons that own such stock directly or indirectly through foreign
entities, as will be the case; and (B) (i) 20% or more of either the voting
power or the value of the capital stock of LaSalle Re is owned directly or
indirectly through entities by U.S. persons insured or reinsured by LaSalle Re
or by persons related to them and (ii) LaSalle Re has gross related person
insurance income ("RPII") equal to 20% or more of its gross insurance income.
Similar considerations will apply to U.S. persons who indirectly through their
ownership of Common Shares own shares of LaSalle Re Capital. RPII is income
(investment income and premium income) from the direct or indirect insurance
or reinsurance of (x) the risk of any U.S. person who owns Common Shares
(directly or indirectly through foreign entities) or (y) the risk of a person
related to such a U.S. person. The Company currently anticipates that less
than 20% of the gross insurance income of each of LaSalle Re and LaSalle Re
Capital for any taxable year will constitute RPII. However, there can be no
assurance that the IRS will not assert that 20% or more of LaSalle Re's or
LaSalle Re Capital's gross income is RPII or that a taxpayer will be able to
meet its burden of proving otherwise.

Generally, a U.S. shareholder will realize capital gain or loss on the sale
or exchange of Common Shares. However, upon a U.S. shareholder's sale or
exchange of Common Shares at a gain, the IRS could contend that an amount of
such gain equal to the allocable untaxed earnings and profits of the Company
or LaSalle Re will be taxed as a dividend. For individuals, this would mean
taxation of such amount at the rates applicable to ordinary income rather than
the lower rates applicable to long-term capital gain. See "Certain Tax
Considerations--Taxation of Shareholders--United States Taxation of U.S. and
Non-U.S. Shareholders."

LIMITATIONS ON TRANSFER AND OWNERSHIP

Under the Bye-Laws, any transfer of Common Shares that results in any
shareholder (other than a mutual fund) beneficially owning Common Shares
equaling 5.0% or more of the voting power of Holdings or any shareholder
holding Controlled Shares in excess of 9.9% of the voting power of Holdings,
in each case without the Board's prior approval, shall not be registered in
the share register of Holdings and shall be void and of no effect. In
addition, the Board has absolute discretion to decline to register a transfer
of Common Shares unless a registration statement under the Securities Act is
in effect with respect to such Common Shares or a written

17
<PAGE>

opinion from counsel acceptable to the Board is obtained to the effect that
such registration is not required. A shareholder will be permitted to dispose
of any Common Shares purchased which violate such restrictions and as to the
transfer of which registration is refused. The transferor of such Common
Shares will be deemed to own such Common Shares for dividend, voting and
reporting purposes until a transfer of such Common Shares has been registered
on the register of members of Holdings. See "Description of Capital Stock--
Capital Stock of Holdings--Common Shares."

ANTI-TAKEOVER CONSIDERATIONS

Certain provisions of the Bye-Laws have the effect of rendering more
difficult or discouraging unsolicited takeover bids from third parties. While
these provisions have the effect of encouraging persons seeking to acquire
control of the Company to negotiate with the Board, they could have the effect
of discouraging a prospective acquirer from making a tender offer or otherwise
attempting to attain control of the Company. Such provisions include providing
for "blank check" preferred stock and a classified Board of Directors and
providing that any transfer of Common Shares that results in any shareholder
(other than a mutual fund) beneficially owning Common Shares equaling 5.0% or
more of the voting power of Holdings or any shareholder holding Controlled
Shares in excess of 9.9% of the voting power of Holdings, in each case without
the Board's prior approval, shall not be registered in the share register of
Holdings and shall be void and of no effect. See "Description of Capital
Stock--Capital Stock of Holdings--Common Shares."

LIMITED PRIOR PUBLIC MARKET

The Common Shares have been quoted on the Nasdaq National Market only since
November 1995, when the Company's initial public offering occurred. The Common
Shares have been approved for quotation on the Nasdaq National Market. The
Company has been advised by Smith Barney Inc. that, subject to applicable laws
and regulations, Smith Barney Inc. currently intends to continue making a
market in the Common Shares following completion of the Offerings. However,
Smith Barney Inc. is not obligated to do so and any market-making may be
discontinued at any time without notice. There can be no assurance that an
active trading market for the Common Shares will develop or continue upon
completion of the Offerings or that the market price of the Common Shares will
not decline below the price to public set forth on the cover page of this
Prospectus.

CONTROL BY FOUNDING SHAREHOLDERS

Representatives of the Founding Shareholders, together with the Chairman,
Chief Executive Officer and President of Holdings, constitute all of the
members of the Board. See "Management--Directors and Executive Officers." Upon
completion of the Offerings, the Founding Shareholders will own approximately
54% of the Common Shares and approximately 29% of the capital stock of LaSalle
Re (51% and 28% if the U.S. Underwriters' over-allotment option is exercised
in full). As a result, if the Founding Shareholders were to act in concert,
they would be able to control most fundamental decisions affecting the
Company, including the election of directors and the merger or sale of the
Company. The Exchangeable Non-Voting Shares are exchangeable, at the option of
the holder, for Common Shares on a one-for-one basis, unless the Board
determines that such exchange may cause actual or potential adverse tax
consequences to the Company or any shareholder. See "Certain Transactions,"
"Principal and Selling Shareholders" and "Description of Capital Stock."

SHARES ELIGIBLE FOR FUTURE SALE

No prediction can be made as to the effect, if any, that future sales of
Common Shares, or the availability of Common Shares for future sale, will have
on the market price of the Common Shares prevailing from time to time. Sales
of substantial amounts of the Common Shares in the public markets following
the Offerings, or the perception that such sales could occur, could adversely
affect the market price of the Common Shares as well as the ability of the
Company to raise additional equity capital at a desirable time and price. The
Common Shares sold in the Offerings and 4,312,500 currently outstanding Common
Shares will be freely tradeable without restriction or further registration
under the Securities Act by persons other than "affiliates" of the Company

18
<PAGE>

within the meaning of Rule 144 promulgated under the Securities Act. The
remaining outstanding Common Shares are "restricted" securities within the
meaning of Rule 144 and may not be resold in the absence of registration under
the Securities Act or pursuant to an exemption from registration. Pursuant to
an Amended and Restated Shareholders Agreement dated November 27, 1995 among
LaSalle Re, Holdings, certain Founding Shareholders and Mr. Blake (the
"Shareholders Agreement"), certain holders of Common Shares have been granted
certain rights to cause the Company to register under the Securities Act any
Common Shares held by them subject to certain conditions. The Company, each of
its officers and directors set forth under the heading "Management" in this
Prospectus and the Selling Shareholders have agreed that, for a period of 180
days after the date of this Prospectus, they will not, without the prior
written consent of Smith Barney Inc., sell, offer to sell, solicit an offer to
buy, contract to sell, grant any option or right to purchase or acquire, or
otherwise transfer or dispose of, any common shares of the Company or any of
its subsidiaries (or any securities convertible into or exercisable or
exchangeable for such common shares), except that (i) the Company may issue
Common Shares pursuant to stock purchase plans and grant options pursuant to
stock option plans and (ii) the Selling Shareholders may sell shares subject
to the U.S. Underwriters' over-allotment option and shares repurchased by the
Company pursuant to the Company's capital management strategy and may transfer
shares as bona fide gifts and pledge shares so long as the donees or the
pledgees, as the case may be, agree in writing with the Underwriters to be
bound by the terms of such agreement. See "Shares Eligible for Future Sale."

SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS

19
<PAGE>

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the Common
Shares offered hereby. The Company will pay certain expenses related to the
Offerings, including certain expenses incurred by the Selling Shareholders,
estimated to be $550,000.

PRICE RANGE OF COMMON SHARES

The Common Shares were initially offered to the public on November 20, 1995
at a price of $19.25 per share. The Common Shares are quoted on the Nasdaq
National Market under the symbol "LSREF." The following table sets forth, for
the periods indicated, the high and low sale prices for the Common Shares as
reported by the Nasdaq National Market. Such prices reflect inter-dealer
prices, without retail mark-up, mark-down or commission, and do not
necessarily represent actual transactions.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Quarter ended December 31, 1995 (from November 20, 1995). $23.250 $19.500
Quarter ended March 31, 1996............................. 23.625 21.000
Quarter ended June 30, 1996.............................. 22.750 19.750
Quarter ended September 30, 1996......................... 25.500 21.000
Quarter ended December 31, 1996 (through November 21,
1996)................................................... 29.500 22.375
</TABLE>

On November 21, 1996, the last reported sale price of the Common Share as
reported by the Nasdaq National Market was $25.50 per share. As of November
21, 1996, there were 52 holders of record of the Common Shares.

20
<PAGE>

DIVIDEND POLICY

In October 1996, the Company adopted a dividend policy pursuant to which it
intends to distribute in each fiscal year 50% to 60% of the Company's net
income from the prior fiscal year, if any. In 1997, the Company expects to
distribute 50% of its fiscal 1996 net income. The Company plans to continue to
pay dividends on a quarterly basis in January, April, July and October of each
year. Based on the Company's net income for the year ended September 30, 1996,
the Company currently expects to pay a quarterly dividend of $0.71 per share
in January 1997.

The actual amount and timing of any future dividends, including the proposed
quarterly dividend payable in January 1997, is at the discretion of the Board
and is dependent upon the profits and financial requirements of the Company as
well as loss experience, business opportunities and any other factors that the
Board deems relevant. In addition, if the Company has funds available for
distribution, it may nevertheless determine that such funds should be retained
for the purposes of replenishing capital, expanding premium writings or other
purposes. Holdings is a holding company whose principal source of income is
cash dividends and other permitted payments from LaSalle Re. LaSalle Re's
ability to pay dividends to Holdings is subject to legal and regulatory
restrictions. In addition, in order for Holdings to pay dividends in excess of
50% of net income, the Company would have to renegotiate certain terms of its
credit facility. See "Risk Factors--Holding Company Structure," "Risk
Factors--Volatility of Financial Results; Capital Management Strategy,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and "Business--Regulation." As a
result of these factors, there can be no assurance that the Company's dividend
policy will not change or that the Company will declare or pay any dividends.

In March, October and November 1995, LaSalle Re paid cash dividends on its
capital stock in the aggregate amounts of $30 million, $75 million and $25
million, respectively, which are reflected in the Company's Consolidated
Financial Statements. The payment of these dividends was part of the Company's
capital management strategy, which sought to maintain a level of capital
consistent with the risks and requirements of the business the Company
expected to write. In April, July and October 1996, the Company paid dividends
of $0.25, $0.25 and $0.25 per Common Share. The payment of these dividends was
in accordance with the Company's dividend policy as in effect prior to October
1996.

21
<PAGE>

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at September 30, 1996, and as adjusted to give effect to the
Offerings. The table should be read in conjunction with the Company's
Consolidated Financial Statements and related notes appearing elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-------------------------
AS ADJUSTED FOR
ACTUAL THE OFFERINGS
-------- ---------------
(IN THOUSANDS)
<S> <C> <C>
Minority interest(1)............................ $179,470 $143,433
Shareholders' equity
Share capital................................. 14,398 16,070
Additional paid-in capital.................... 221,968 247,753
Retained earnings............................. 72,943 81,739
Net unrealized loss on investments............ (1,861) (2,077)
-------- --------
Total shareholders' equity.................. 307,448 343,485
-------- --------
Total capitalization........................ $486,918 $486,918
======== ========
</TABLE>
- --------

(1) Minority interest represents those shares of LaSalle Re that are held as
Exchangeable Non-Voting Shares. These shares currently constitute
approximately 37% of the capital stock of LaSalle Re and upon completion
of the Offerings will constitute approximately 29% of the capital stock of
LaSalle Re (28% if the U.S. Underwriters' over-allotment option is
exercised in full). The Exchangeable Non-Voting Shares are held by certain
Founding Shareholders and are exchangeable, at the option of the holder,
for Common Shares of Holdings on a one-for-one basis, unless the Board
determines that such exchange may cause actual or potential adverse tax
consequences to the Company or any shareholder. See "Description of
Capital Stock--Capital Stock of LaSalle Re--Exchangeable Non-Voting
Shares" and "Certain Tax Considerations."

22
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The historical consolidated financial data presented below as of and for
each of the periods ended September 30, 1996, 1995 and 1994 were derived from
the Company's audited consolidated financial statements included elsewhere in
this Prospectus. The selected consolidated financial data should be read in
conjunction with the Company's Consolidated Financial Statements and related
notes appearing elsewhere in this Prospectus and with "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
YEAR
ENDED SEPTEMBER 30, PERIOD OCTOBER 26,
------------------------ 1993 TO SEPTEMBER 30,
1996 1995(1) 1994(1)
----------- ----------- ---------------------
<S> <C> <C> <C>
STATEMENT OF INCOME DATA
Net premiums written........... $ 190,151 $ 201,916 $ 133,327
Net premiums earned............ 195,141 170,370 76,989
Net investment income (net of
realized losses).............. 26,428 25,066 15,739
Loss and loss expenses
incurred...................... 51,477 60,397 49,801
Underwriting expenses.......... 27,268 22,988 8,686
Operating expenses (2)......... 13,373 7,603 4,342
Income before minority
interest...................... 129,451 104,448 29,899
Minority interest (3).......... 47,966 38,774 10,958
Net income..................... 81,485 65,674 18,941
Net income per share (4)....... $ 5.40 $ 4.51 $ 1.31
Weighted average shares
outstanding (5)............... 23,967,870 23,170,680 22,852,910
Dividend per Common Share (6).. $ 1.85 $ 4.62 --
OTHER DATA
Loss and loss expense ratio
(7)........................... 26.4% 35.5% 64.7%
Expense ratio (7).............. 19.6% 17.1% 16.6%
Combined ratio (7)............. 46.0% 52.6% 81.3%
Return on average Combined
Equity (8).................... 29.2% 26.6% 9.3%
Total statutory capital and
surplus (9)................... $ 475,580 $ 390,683 $ 376,414
BALANCE SHEET DATA (AT END OF
PERIOD)
Total investments and cash..... $ 537,504 $ 522,425 $ 409,738
Reinsurance balances
receivable.................... 70,625 86,146 50,307
Total assets................... 634,374 636,547 481,424
Reserve for losses and loss
expenses...................... 49,875 66,654 37,789
Reserve for unearned premiums.. 82,894 87,885 56,338
Minority interest (3).......... 179,470 147,389 140,838
Total shareholders' equity..... 307,448 253,422 243,446
Book value per share (10)...... $ 21.42 $ 17.64 $ 16.91
</TABLE>
- --------
(1) In October 1995, LaSalle Re changed its fiscal year end from December 31
to September 30, effective September 30, 1995. All prior periods have been
adjusted to reflect a fiscal year end of September 30.
(2) Includes operating expenses, corporate expenses, interest payable and
foreign exchange gains and losses. For a discussion of foreign exchange
gains and losses see "Management's Discussion of Financial Condition and
Results of Operations."
(3) Minority interest represents those shares in LaSalle Re that are held as
Exchangeable Non-Voting Shares and currently constitute approximately 37%
of the capital stock of LaSalle Re. The Exchangeable Non-Voting Shares are
held by certain Founding Shareholders and are exchangeable, at the option
of the holder, for Common Shares of Holdings on a one-for-one basis,
unless the Board determines that such exchange may cause actual or
potential adverse tax consequences to the Company or any shareholder. See
"Description of Capital Stock--Capital Stock of LaSalle Re--Exchangeable
Non-Voting Shares" and "Certain Tax Considerations."

23
<PAGE>

(4) Net income per share equals income before minority interest divided by
weighted average shares outstanding.
(5) Weighted average shares outstanding include Common Shares and Exchangeable
Non-Voting Shares as common stock equivalents and the dilutive effect of
stock options and stock appreciation rights using the treasury stock
method.
(6) Dividend per Common Share is based on outstanding Common Shares of
14,397,720 (1995: 14,397,720; 1994: 14,395,710).
(7) The loss and loss expense ratio is calculated by dividing the losses and
loss expenses incurred by net premiums earned. The expense ratio is
calculated by dividing underwriting expenses and certain operational
expenses by net premiums earned. The combined ratio is the sum of the loss
and loss expense ratio and the expense ratio.
(8) Return on average Combined Equity is calculated by dividing income before
minority interest by the average of the opening and closing sum of
shareholders' equity and minority interest. The adjustment in respect of
minority interest reflects the exchangeable nature of the Exchangeable
Non-Voting Shares. Closing shareholders' equity and minority interest
reflects any dividends declared or paid during such periods, with the
average not adjusted to reflect the timing of dividends declared or paid.
See "Dividend Policy."
(9) Total statutory capital and surplus of LaSalle Re is calculated in
accordance with the provisions of the Insurance Act. See "Business--
Regulation."
(10) Book value per share is calculated based on Combined Equity divided by
Common Shares and Exchangeable Non-Voting Shares of 22,727,010 (1995:
22,727,010; 1994: 22,725,000).

24
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the Company's results of operations and
financial position. This discussion should be read in conjunction with the
Company's Consolidated Financial Statements and related notes appearing
elsewhere in this Prospectus.

OVERVIEW

LaSalle Re was incorporated under the laws of Bermuda in October 1993 and
commenced operations on November 22, 1993. LaSalle Re was initially
capitalized with $373.1 million provided through private sales of common
shares and special non-voting shares to the Founding Shareholders. Holdings
was incorporated in Bermuda in September 1995 as a holding company in
connection with the Company's recapitalization and initial public offering.
The Company owns 100% of the outstanding voting stock of LaSalle Re, which
upon completion of the Offerings will constitute approximately 71% of the
outstanding capital stock of LaSalle Re. Certain Founding Shareholders hold
Exchangeable Non-Voting Shares, which shares are exchangeable, at the option
of the holder, for Common Shares of the Company on a one-for-one basis, unless
the Board determines such exchange may cause actual or potential adverse tax
consequences to the Company or any shareholder. See "Description of Capital
Stock-Capital Stock of LaSalle Re--Exchangeable Non-Voting Shares."

If and while favorable loss experience continues and reinsurance capacity
does not diminish, the Company expects further downward pressure on rates for
property catastrophe reinsurance during 1997. If rates decline, the Company
expects net premiums written from property catastrophe reinsurance to decline
in 1997. However, based on its current perception of market opportunities, the
Company expects that growth in its other lines of business would cause total
net premiums written to remain relatively stable. See "Risk Factors--Business
Considerations."

Premiums written include new and renewal business, reinstatement premiums
and premium adjustments on current and prior year contracts. Renewal dates for
property catastrophe reinsurance contracts historically have been concentrated
in the January 1 to July 1 period. As a result, the Company's net premiums
written for the first six months of each calendar year generally represent a
significant portion of its net premiums written for the entire calendar year.

Premiums on property catastrophe excess of loss contracts are earned on a
pro rata basis over the period coverage is provided, which is generally 12
months. Under pro rata of property catastrophe contracts, the risks underlying
the contracts incept throughout the policy period and premiums generally are
earned over an 18-month period. As a result, the Company's net premiums earned
are not concentrated in any interim period.

Net realized gains and losses on the Company's investment portfolio are
disclosed separately from net investment income. In accordance with GAAP, the
Company has classified its investments as available for sale; therefore,
unrealized gains and losses on the Company's investment portfolio are not
recognized in the Company's consolidated results of operations but are
reflected as a separate component of shareholders' equity, net of minority
interest.

Losses and loss expenses incurred represent losses and loss expenses
reported by cedents and reserves established in respect of specific losses.
See "Business--Reserves."

Underwriting expenses are composed primarily of brokerage, ceding
commissions and excise taxes. Brokerage on property catastrophe excess of loss
contracts is 10% of ceded premiums. Pro rata of property catastrophe contracts
have varying rates of brokerage, ceding and profit commissions that are
individually negotiated based on the underlying risks of each contract and
generally are not dependent on geographic factors. These commissions range
from 0% to 45% of ceded premiums and averaged 10.8% of net premiums written
for the year ended September 30, 1996. United States federal excise tax on
premiums paid by United States domiciled cedents is 1% of ceded premiums. In
addition, underwriting expenses include underwriting services fees and,
depending upon the Company's financial performance, underwriting profit
commissions payable to CNA Bermuda pursuant to the Underwriting Services
Agreement. Until December 31, 1995, LaSalle Re paid CNA Bermuda underwriting
fees equal to 2% for the first $150 million of gross written and collected
premiums per fiscal year and 1.5% thereafter and, for periods during which the
Company's loss ratio since inception of LaSalle Re was 57% or less, subject to
certain conditions, an underwriting profit commission of 2.5% of the aggregate
net underwriting profits of LaSalle Re. Effective January 1, 1996, these fees
equalled 1.5% of gross

25
<PAGE>

written and collected premiums per fiscal year and, subject to the same loss
ratio test and conditions, an underwriting profit commission of 4.0% of the
aggregate net underwriting profits of LaSalle Re. LaSalle Re accrued
underwriting service fees to CNA Bermuda of $3.1 million, $3.5 million and
$1.5 million for the years ended September 30, 1996, 1995 and the period from
October 26, 1993 to September 30, 1994, respectively. In addition, the Company
incurred $4.1 million, $2.2 million and $nil in respect of profit commissions
to CNA Bermuda for the years ended September 30, 1996, 1995 and the period
from October 26, 1993 to September 30, 1994, respectively. All underwriting
expenses are charged to income on the same basis as the premiums to which they
relate are earned. The primary component of operating expenses is fees paid to
Aon Bermuda pursuant to the Administrative Services Agreement with the
Company. See "Certain Transactions--Underwriting Services Agreement" and
"Certain Transactions--Administrative Services Agreement."

The Company's loss and loss expense ratio is calculated by dividing the
losses and loss expenses incurred by net premiums earned. The expense ratio is
calculated by dividing underwriting expenses and operational expenses by net
premiums earned. The combined ratio is the sum of the loss and loss expense
ratio and the expense ratio. The loss and loss expense ratios and the combined
ratios fluctuate based on losses and loss expenses incurred, which are not
within the control of the Company. The underwriting expense component of the
expense ratio fluctuates in proportion to earned premiums and profitability of
the Company, while the operational expenses component consists primarily of
amounts payable to Aon Bermuda pursuant to the Administrative Services
Agreement and executive compensation. See "Certain Transactions--
Administrative Services Agreement."

The Company's financial statements are reported in U.S. dollars. The Company
writes a significant amount of business in currencies other than U.S. dollars
and therefore is exposed to risks relating to fluctuations in foreign currency
exchange rates. These risks include exposure to changes in net cash inflows on
non-U.S. dollar denominated insurance premiums and exposure to reinsurance
losses denominated in non-U.S. currencies. The Company may from time to time
experience significant exchange gains or losses as a result of fluctuations in
foreign currency exchange rates, which will affect the Company's statement of
operations. In an effort to manage its exposure to foreign currency exchange
rate fluctuations, the Company from time to time enters into foreign exchange
contracts. See "Business--Investments--Foreign Currency Exposures."

RESULTS OF OPERATIONS

Year Ended September 30, 1996 Compared with Year Ended September 30, 1995

Net premiums written decreased 5.8% to $190.2 million for the year ended
September 30, 1996 from $201.9 million for the year ended September 30, 1995,
as a result of a reduction in United States property catastrophe excess of
loss premiums and adjustments on current and prior years' premium estimates.
The overall decrease was mitigated by a 26.4% increase in premiums written in
other lines of business to $22.1 million for the year ended September 30, 1996
from $17.4 million for the year ended September 30, 1995. Of the net premiums
written for the years ended September 30, 1996 and 1995, $164.6 million and
$178.5 million, respectively, were attributable to property catastrophe excess
of loss and pro rata of property catastrophe reinsurance. The total number of
contracts bound by the Company increased from 893 for the year ended September
30, 1995 to 995 for the year ended September 30, 1996. Reinstatement premiums
for the year ended September 30, 1996 totaled $5.5 million and related to a
variety of worldwide events. In the year ended September 30, 1995,
reinstatement premiums were $5.9 million, of which approximately 50% related
to hurricanes Luis and Marilyn.

Net premiums earned increased 14.5% to $195.1 million for the year ended
September 30, 1996 from $170.4 million for the year ended September 30, 1995.
The magnitude of this increase was primarily due to the overall increase in
premiums written in the third and fourth quarters of fiscal 1995 compared with
fiscal 1994, which had a subsequent impact on net premiums earned in fiscal
1996 and fiscal 1995, respectively.

Net investment income increased 6.8% to $26.8 million for the year ended
September 30, 1996 from $25.1 million for the year ended September 30, 1995.
This increase was primarily attributable to a larger average

26
<PAGE>

investment base in the year ended September 30, 1996 compared to the year
ended September 30, 1995. Investment income as a percentage of the average
market value of invested assets was 5.44% for the year ended September 30,
1996 compared to 5.38% for the year ended September 30, 1995.

Net realized losses on investments were $0.5 million during the year ended
September 30, 1996 compared to net realized losses of $25,000 during the year
ended September 30, 1995. In accordance with GAAP for investments classified
as available for sale, unrealized gains and losses on the Company's investment
portfolio are not recognized in the Company's consolidated results of
operations but are reflected as a separate component of shareholders' equity,
net of minority interest.

The following table sets forth the Company's combined ratios for the years
ended September 30, 1996 and 1995:

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------
1996 1995
------------ ------------
<S> <C> <C> <C> <C>
Loss and loss expense ratio.................. 26.4% 35.5%
Expense ratio................................ 19.6 17.1
------------ ------------
Combined ratio............................... 46.0% 52.6%
============ ============
</TABLE>

Losses and loss expenses incurred decreased 14.8% to $51.5 million for the
year ended September 30, 1996 from $60.4 million for the year ended September
30, 1995. The Company has not been affected by any significant catastrophic
events in the year ended September 30, 1996; however, additional reserves of
$14.2 million were established for hurricanes Luis and Marilyn, which occurred
in September 1995. Other losses emanate from the 1996 hurricane season and the
end of the 1995 hurricane season, winter/spring storms in the United States,
the United Kingdom and Northern Europe and satellite losses from the in-orbit
portion of coverages. Losses and loss expenses incurred in the year ended
September 30, 1995 included $27.3 million in respect of hurricanes Luis and
Marilyn, with the balance of the losses and loss expenses relating to a
variety of worldwide incidents.

Underwriting expenses increased 18.6% to $27.3 million for the year ended
September 30, 1996 from $23.0 million for the year ended September 30, 1995,
primarily attributable to the growth in net premiums earned. As a percentage
of net premiums earned, underwriting expenses increased from 13.5% for the
year ended September 30, 1995 to 14.0% for the year ended September 30, 1996.
This increase was attributable to an increase in the level of fees accrued
pursuant to the Underwriting Services Agreement, which as a percentage of net
premiums earned were 3.7% for the year ended September 30, 1996 and 3.3% for
the year ended September 30, 1995. The Company's brokerage, ceding and profit
commissions were comparable for the years ended September 30, 1996 and 1995 at
10.3% and 10.2%, respectively. See "Certain Transactions--Underwriting
Services Agreement."

Operational expenses increased 78.7% to $11.1 million for the year ended
September 30, 1996 from $6.2 million for the year ended September 30, 1995.
This increase was primarily due to increased staff at the executive level and
increased fees under the Administrative Services Agreement. See "Certain
Transactions-- Administrative Services Agreement."

Interest expense was $0.2 million during the year ended September 30, 1996
compared with no expense in the year ended September 30, 1995. Interest
expense in the year ended September 30, 1996 related to agency fees and
ongoing commitment fees payable on the Company's credit facility. As at
September 30, 1996, there were no borrowings under this credit facility.

Foreign exchange losses in the year ended September 30, 1996 were $1.1
million compared to $0.2 million in the year ended September 30, 1995. The
losses in the year ended September 30, 1996 were due to the weak performance
of the United States dollar against the Yen in conjunction with a
strengthening of Sterling in excess of the average foreign exchange contract
rates. In the year ended September 30, 1995, the Company experienced foreign
currency losses, principally as a result of the weakening of Sterling against
the United States dollar.

Income before minority interest increased 23.9% to $129.5 million for the
year ended September 30, 1996 from $104.4 million for the year ended September
30, 1995. This increase was primarily due to an increase in net premiums
earned and a decrease in losses and loss expenses incurred.

27
<PAGE>

The Company's net income per share increased to $5.40 for the year ended
September 30, 1996 from $4.51 for the year ended September 30, 1995.

Year Ended September 30, 1995 and Period from October 26, 1993 through
September 30, 1994

LaSalle Re was incorporated in October 1993 and commenced operations on
November 22, 1993.

Net premiums written increased 51.4% to $201.9 million for the year ended
September 30, 1995 from $133.3 million for the 1994 period, primarily due to
increased writings of property catastrophe reinsurance. Of the net premiums
written for the 1995 year, $178.5 million was attributable to property
catastrophe excess of loss and pro rata property catastrophe reinsurance. The
total number of contracts bound by the Company increased from 508 for the 1994
period to 893 for the year ended September 30, 1995. Reinstatement premiums
were $5.9 million in the year ended September 30, 1995 and $8.2 million in the
1994 period. Approximately 50% of the reinstatement premiums recorded in 1995
related to hurricanes Luis and Marilyn. Primarily all of the 1994
reinstatement premiums were attributable to the Northridge, California
earthquake.

Net premiums earned increased 121.3% to $170.4 million for the year ended
September 30, 1995 from $77.0 million for the 1994 period. This increase was
primarily a result of the greater volume of premiums written in the year ended
September 30, 1995 together with the earnings of premiums written in the 1994
period that were unearned at September 30, 1994.

Net investment income increased 59.2% to $25.1 million for the year ended
September 30, 1995 from $15.8 million for the 1994 period. This increase was
primarily attributable to a larger investment base and an increase in yields,
particularly in the second quarter of the year ended September 30, 1995.
Investment income as a percentage of the average market value of investments
and cash was 5.4% and 4.7% for the year ended September 30, 1995 and the 1994
period, respectively.

The following table sets forth the Company's combined ratios for the year
ended September 30, 1995 and the period from October 26, 1993 through
September 30, 1994:

<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994
------------- -------------
<S> <C> <C>
Loss and loss expense ratio................... 35.5% 64.7%
Expense ratio................................. 17.1 16.6
---- ----
Combined ratio................................ 52.6% 81.3%
==== ====
</TABLE>

Losses and loss expenses incurred increased 21.3% to $60.4 million for the
year ended September 30, 1995 from $49.8 million for the 1994 period. The main
component of losses and loss expenses incurred in the year ended September 30,
1995 were losses of $27.3 million related to hurricanes Luis and Marilyn,
which occurred in September 1995. The balance of the losses and loss expenses
related to a variety of worldwide incidents, including property risk excess
losses of $7.9 million, development of the Northridge, California earthquake
of $5.8 million and summer flooding in Norway of $4.4 million. In 1994, the
Northridge, California earthquake resulted in losses of $42.3 million,
representing approximately 85% of total losses incurred in the 1994 period.

Underwriting expenses increased 164.7% from $8.7 million for the 1994 period
to $23.0 million for the year ended September 30, 1995, primarily due to the
growth in net premiums earned. As a percentage of net premiums earned,
underwriting expenses were 13.5% for the year ended September 30, 1995 and
11.3% for the 1994 period. This increase was primarily due to the accrual of a
$2.1 million underwriting profit commission incurred pursuant to the
Underwriting Services Agreement. No underwriting profit commission was accrued
in respect of the 1994 period because the conditions for earning such
commission were not satisfied. See "Certain Transactions--Underwriting
Services Agreement."

Operational expenses increased 52.9% to $6.2 million for the year ended
September 30, 1995 from $4.1 million for the 1994 period. This increase was
primarily due to increased fees of $1.7 million under the Administrative
Services Agreement. See "Certain Transactions--Administrative Services
Agreement."

28
<PAGE>

As a result of a relatively stable U.S. dollar and the placement of foreign
currency contracts, the Company experienced a foreign exchange loss of $0.2
million for the year end September 30, 1995 compared with a $1.6 million gain
for the 1994 period. Due to the Kobe, Japan earthquake and the potential for
loss payments in Yen, the Company did not place foreign currency contracts for
Yen balances during the year ended September 30, 1995 and sustained a loss on
this currency of $0.4 million.

Income before minority interest increased 249.3% to $104.4 million for the
year ended September 30, 1995 from the 1994 period. This increase was due
primarily to increases in net premiums earned and net investment income.

The Company's net income per share increased to $4.51 for the year ended
September 30, 1995 from $1.31 for the 1994 period.

LIQUIDITY AND CAPITAL RESOURCES

As a holding company, Holdings' assets consist primarily of the outstanding
voting stock of LaSalle Re and its cash flows depend primarily on dividends
and other permitted payments from LaSalle Re.

LaSalle Re's sources of funds consist of net premiums written, investment
income and proceeds from sales and redemptions of investments. Cash is used
primarily to pay losses and loss expenses, brokerage commissions, excise
taxes, administrative expenses and dividends. Under the Insurance Act, LaSalle
Re is prohibited from paying dividends of more than 25% of its opening
statutory capital and surplus unless it files an affidavit stating that it
will continue to meet the required solvency margin and minimum liquidity ratio
requirements and from declaring or paying any dividends without the approval
of the Minister of Finance if it failed to meet its required margins in the
previous fiscal year. The Insurance Act also requires LaSalle Re to maintain a
minimum solvency margin and minimum liquidity ratio and prohibits dividends
which would result in a breach of these requirements. In addition, LaSalle Re
is prohibited under the Insurance Act from reducing its total opening
statutory capital by more than 15% without the approval of the Minister of
Finance. See "Business--Regulation." LaSalle Re currently meets these
requirements. In addition, the payment of dividends by LaSalle Re is subject
to the rights of holders of the Exchangeable Non-Voting Shares to receive a
pro rata share of any dividend and to its need to maintain shareholders'
equity adequate to support the level of LaSalle Re's insurance operations.

Operating activities provided net cash of $131.4 million for the year ended
September 30, 1996 and $130.2 million for year ended September 30, 1995. Cash
flows from operations in future years may differ substantially from net
income. Cash flows are affected by loss payments, which, due to the nature of
the reinsurance coverage provided by LaSalle Re, are generally expected to
comprise large loss payments on a limited number of claims and can therefore
fluctuate significantly from year to year. The irregular timing of these large
loss payments can create significant variations in cash flows from operations
between periods. LaSalle Re funds such payments from cash flows from
operations and sales of investments.

As a result of the potential for large loss payments, LaSalle Re maintains a
substantial portion of its assets in cash and marketable securities. As of
September 30, 1996, 84.7% of its total assets were held in cash and marketable
securities. To further mitigate the uncertainty surrounding the amount and
timing of potential liabilities and to minimize interest rate risk, LaSalle Re
maintains a short average duration for its investment portfolio. The modified
average duration of the portfolio was 2.57 years at September 30, 1996. At
September 30, 1996, the fair value of the Company's total investment
portfolio, including cash, was $537.5 million.

The Company has adopted the Statement of Financial Accounting Standard 115
("SFAS 115") to account for its marketable securities. In accordance with SFAS
115, all of the Company's investments are classified as "available for sale."
Under this classification, investments are recorded at fair market value and
any unrealized gains or losses are reported as a separate component of
shareholders' equity. The unrealized loss on the investment portfolio net of
amounts attributable to minority interest was $1.9 million at September 30,
1996 compared to $1.0 million at September 30, 1995.

As of September 30, 1996, all of the securities held in the Company's
investment portfolio were fixed-income securities rated "A" or better by S&P
or Moody's Investors Services Inc. ("Moody's"). No single

29
<PAGE>

investment comprised more than 5% of the overall portfolio. See "Business--
Investments" and Notes 3 and 8 to Consolidated Financial Statements for
additional information regarding the Company's investment portfolio.

In March, October and November 1995, LaSalle Re paid cash dividends on its
capital stock in the aggregate amounts of $30 million, $75 million and $25
million, respectively. In April, July and October 1996, the Company paid
dividends of $0.25, $0.25 and $0.25 per Common Share, respectively, to holders
of its capital stock. In October 1996, the Company adopted a dividend policy
pursuant to which it intends to distribute in each fiscal year 50% to 60% of
the Company's net income from the prior fiscal year, if any, on a quarterly
basis. In 1997, the Company expects to distribute 50% of its fiscal 1996 net
income. Based on the Company's net income for the year ended September 30,
1996, the Company currently expects to declare a quarterly dividend of $0.71
per share payable in January 1997. The actual amount and timing of any future
dividends, including the proposed quarterly dividend payable in January 1997,
is at the discretion of the Board and is dependent upon the profits and
financial requirements of the Company and other factors, including certain
legal, regulatory and other restrictions. There can be no assurance that the
Company's dividend policy will not change or that the Company will declare or
pay any dividends. See "Dividend Policy."

As part of its capital management strategy, the Company currently intends to
repurchase up to $50 million of Common Shares in open market or privately
negotiated transactions from time to time depending on market conditions and
the Company's capital and liquidity requirements. The Company expects that any
share repurchases will be funded by available cash.

In accordance with the terms of certain reinsurance contracts, the Company
has posted letters of credit in the amount of $15.5 million as of September
30, 1996 as compared to $15.7 million as of September 30, 1995. These letters
of credit support outstanding loss reserves and are secured by a lien on the
Company's investment portfolio equal to 115% of the amount of the outstanding
letters of credit.

The Company made loss payments of $68.3 million during the year ended
September 30, 1996 as compared to $31.5 million for the year ended September
30, 1995. The majority of the payments made in the year ended September 30,
1995 related to the Northridge, California earthquake, which increased as
cedent paid losses exceeded Company attachment points and loss payments were
required. As of September 30, 1996, the Company paid a total of $37.6 million,
or 78.3%, of total incurred losses of $48.0 million relating to the
Northridge, California earthquake (as compared to $29.0 million, or 60.4%, of
such total incurred losses as of September 30, 1995). The majority of loss
payments in 1996 related to hurricanes Luis and Marilyn, for which the Company
paid a total of $33.8 million, or 81.4%, of total incurred losses of $41.2
million (as compared to $0.6 million, or 1.5%, of such total incurred losses
as of September 30, 1995).

At September 30, 1996, reserves for unpaid losses and loss expenses were
$49.9 million. The Company has no material commitments for capital
expenditures.

The Company has in place a $100 million committed line of credit from a
syndicate of banks. The proceeds from the credit facility may only be used to
buy preferred shares of LaSalle Re, which in turn may use the proceeds of such
purchase to meet current cash requirements. The facility matures December 1,
2000, and is secured by a pledge ("legal mortgage") of all the capital stock
of LaSalle Re held by the Company, including any preferred shares that may be
issued by LaSalle Re to the Company. The line of credit contains various
covenants, including: limitations on incurring additional indebtedness;
prohibitions of dividend and other restricted payments that would cause the
Company's tangible net worth (total shareholders' equity and minority
interest) to fall below $350 million for calendar year 1996, $375 million for
calendar years 1997 and 1998, and $400 million thereafter; restriction of
dividends per fiscal quarter to 12.5% of consolidated net income of the
Company for the immediately preceding fiscal year; restrictions on the sale or
lease of assets not in the ordinary course of business; maintenance of a ratio
of consolidated total debt to consolidated tangible net worth of no more than
0.40 to 1.00; maintenance of tangible net worth at the end of each fiscal year
of the greater of $250 million or 70% of net premiums written; maintenance of
statutory capital of LaSalle Re at the end of each fiscal year of at least
$250 million; and maintenance of a ratio of net premiums written to statutory
capital at the end of any fiscal quarter for the four fiscal quarters then
ended of no more than 1.00 to 1.00 in each case. In order

30
<PAGE>

for Holdings to pay dividends in excess of 50% of net income, the Company
would have to renegotiate certain terms of its credit facility. See "Risk
Factors--Volatility of Financial Results; Capital Management Strategy." As of
September 30, 1996, the credit facility had not been utilized.

The Company's financial condition and results of operations are influenced
by both internal and external forces. Loss payments, investment returns and
premiums may be impacted by changing rates of inflation and other economic
conditions. Cash flows from operations and the liquidity of its investment
portfolio are, in the Company's opinion, adequate to meet the Company's
expected cash requirements over the next 12 months.

INFLATION

The Company believes that inflation has not had a significant effect on
operations to date. Nonetheless, inflation does increase the value of insured
property, which may increase losses and loss expenses incurred by the Company,
and also affects investment returns.

31
<PAGE>

BUSINESS

OVERVIEW

The Company writes high severity, low frequency reinsurance on a worldwide
basis through its subsidiary, LaSalle Re. The Company primarily writes
property catastrophe reinsurance and also writes selected other lines of
reinsurance when it believes that market conditions are favorable. These lines
currently include property risk excess, property pro rata treaty, casualty
clash, marine, crop hail, aviation and satellite. The Company believes that
these other lines will constitute a growing portion of the Company's total
portfolio of reinsurance business, helping to moderate the volatility of its
property catastrophe reinsurance business.

The Company has been successful in attaining a selective and geographically
diverse portfolio of property catastrophe reinsurance risks. In the year ended
September 30, 1996, 41.7% of the Company's net premiums written represented
U.S.-based risks, 11.6% represented continental Europe-based risks, 8.6%
represented U.K.-based risks and 36.2% represented risks located in a variety
of other geographic zones elsewhere in the world. As a result of long-term
relationships between the Company's management and certain clients and
brokers, the Company has developed a strong base of regional business in the
U.S. This business assists the Company in diversifying its U.S.-based risks
and makes more efficient use of its capital by limiting multi-zone exposures.
In the year ended September 30, 1996, this regional business represented a
significant component of the Company's U.S.-based net premiums written.

At September 30, 1996, the Company had Combined Equity of $486.9 million
compared to $400.8 million at September 30, 1995. It achieved annualized
returns on average Combined Equity of 29.2% and 26.6%, respectively, and
combined ratios of 46.0% and 52.6%, respectively, for the years ended
September 30, 1996 and 1995. In addition, its loss and loss expense ratios
were 26.4% and 35.5% for the same periods. The Company wrote net premiums of
$190.2 million and $201.9 million, respectively, for the years ended September
30, 1996 and 1995. There can be no assurance that the Company will achieve
similar results in the future.

CAPITAL MANAGEMENT STRATEGY

The Company has adopted a capital management strategy focused on balancing
capital levels with aggregate exposures while seeking to achieve average
annualized returns on shareholders' equity of 20% to 25% over time. Consistent
with this strategy, in October 1996, the Company adopted a dividend policy
pursuant to which it intends to distribute in each fiscal year 50% to 60% of
the Company's net income from the prior fiscal year, if any, on a quarterly
basis. In 1997, the Company expects to distribute 50% of its fiscal 1996 net
income. Based on the Company's net income for the year ended September 30,
1996, the Company currently expects to pay a quarterly dividend of $0.71 per
share in January 1997. See "Dividend Policy." In support of its dividend
policy and to protect its capital base, the Company currently is negotiating
the purchase of non-traditional, multi-year reinsurance protection to reduce
earnings volatility resulting from one or more severe catastrophic events over
a period of years. There can be no assurance that the Company will be able to
obtain such reinsurance on terms acceptable to it.

The Company believes that its capital management strategy is attractive to
investors, while its level of capital and surplus offers financial security to
cedents and demonstrates to brokers and clients a commitment to property
catastrophe reinsurance. The Company's ability to implement its capital
management strategy in the future will depend on various factors, some of
which are beyond its control, and is subject to change at the discretion of
the Board. See "Risk Factors" and "Dividend Policy."

32
<PAGE>

OPERATING STRATEGIES

The Company pursues the following operating strategies which, in conjunction
with its capital management strategy, are intended to maximize return on
shareholders' equity:

Focus on Property Catastrophe Reinsurance. The Company concentrates on
writing property catastrophe reinsurance of risks located throughout the
world. For the years ended September 30, 1996 and 1995, the Company derived
86.5% and 88.4%, respectively, of its net premiums written from property
catastrophe reinsurance. The high level of severity and frequency of property
catastrophe losses from 1987 through 1992 precipitated a general increase in
rates and attachment points in this line of reinsurance. Although rates have
declined from their highs in 1993 and 1994, the Company believes that property
catastrophe reinsurance can still be significantly profitable for a reinsurer,
such as the Company, that has the financial strength, flexibility and
responsiveness needed to attract quality business and the high level of
technical underwriting judgment and skill necessary to price risks
appropriately.

Selectively Write Other Lines of Business. While property catastrophe
reinsurance is the Company's primary focus, the Company also seeks to take
advantage of pricing opportunities that may occur in other lines of
reinsurance. These lines generally are characterized by a relatively short
period between the collection of premium and the notification of loss. These
lines currently include property risk excess and pro rata treaty insurance,
which constituted 5.1% and 2.6% of the Company's net premiums written in the
years ended September 30, 1996 and 1995, respectively. The Company also writes
casualty clash, marine, crop hail, aviation and satellite reinsurance. For the
years ended September 30, 1996 and 1995, these coverages represented 6.5% and
6.0%, respectively, of the Company's net premiums written. The Company
believes that writing these types of reinsurance enhances the utilization of
capital because these lines generally do not create additional aggregate
exposure for the Company. In addition, the Company has formed LaSalle Re
Capital to provide capital support to selected Lloyd's syndicates commencing
in January 1997. See "Business--Reinsurance Products."

Maintain and Develop Relationships with Clients and Brokers. The Company
seeks to maintain and develop long-term relationships with its clients by
providing a high level of service. The Company promptly responds to
underwriting submissions, designs customized programs, offers lead terms when
circumstances warrant and pays valid claims within an average of five days.
The Company retains a substantial portion of its clients
from year to year. Retention of clients permits the Company to use its
knowledge of their underwriting practices and risk management systems to
underwrite its own business with greater precision. In addition, the Company's
relationships with brokers permit it to obtain business and monitor
developments in various lines of reinsurance in order to increase its writings
when market conditions in those lines are favorable. See "Business--
Marketing."

INDUSTRY TRENDS

The Company believes that an imbalance between the supply of and demand for
property catastrophe reinsurance existed in 1993 and resulted in an increase
in premiums from pre-1993 levels. The Company believes that the decrease in
supply of property catastrophe capacity was attributable to the withdrawal, in
whole or in part, of certain reinsurers, including syndicates at Lloyd's, from
the property catastrophe market. Such

33
<PAGE>

withdrawals followed a succession of property catastrophe losses by those
reinsurers that began in 1987 and culminated with hurricane Andrew, which
caused insured claims in excess of $16 billion, as estimated by the Property
Claims Service Division of the American Insurance Services Group, Inc. The
Company believes that the losses suffered by many of such reinsurers were
attributable, in part, to their failure to control aggregate and geographic
exposures, to monitor probability of loss and risk of ruin and, in certain
cases, to write treaties with aggregate limits.

The Company believes that the increase in demand for property catastrophe
reinsurance was attributable to several factors. Among those factors, the
significant property catastrophe losses occurring in 1987 and afterwards
caused many insurers and reinsurers to reexamine their assumptions regarding
their need for reinsurance protection from catastrophe exposures. Also, rating
agencies of insurers and reinsurers began to pay closer attention to
catastrophe exposures. For example, A.M. Best now requires completion of a
catastrophe loss analysis questionnaire dealing with expected claims resulting
from potential catastrophic events. Furthermore, the Statement of Financial
Accounting Standard 113--Accounting and Reporting for Reinsurance of Short-
Duration and Long-Duration Contracts and Issue 93-6 of the Emerging Issues
Task Force prompted insurers to reduce the use of certain types of financial
reinsurance, such as funded covers, that were traditionally used by insurers
as a means of managing catastrophe exposure. Some insurers that previously had
purchased financial reinsurance began seeking to purchase catastrophe
reinsurance instead, further increasing the demand for property catastrophe
reinsurance. Finally, a general increase in insured property values in
catastrophe-exposed areas has contributed to increased demand for property
catastrophe insurance and reinsurance.

The Company believes that the supply and demand imbalance led to the entry
into the market of eight Bermuda-based property catastrophe reinsurance
companies, including the Company. The Company estimates that these reinsurers
had aggregate capital and surplus of approximately $5.2 billion at December
31, 1995 and wrote approximately 25% to 30% of the worldwide property
catastrophe net premiums written in 1995. As a result of the increased
property catastrophe reinsurance capacity, the Company believes that supply
and demand in the property catastrophe reinsurance market became more stable
in 1994 and have remained relatively stable in succeeding years. Based on the
Company's marketing efforts, reinsurance contract submissions and publicly
available information, the Company believes that property catastrophe rates
generally remained at the substantially increased 1993 levels in 1994 and
decreased somewhat in 1995 from 1994 levels. On these same bases, the Company
believes that rates in 1996 have decreased from levels in 1995. In particular,
rates have declined significantly in areas, such as Japan and Europe, where
there has been favorable loss experience, while in the U.S. market, where the
level of property catastrophe losses has generally been higher than in
international markets in recent years, rates have decreased to a lesser
degree. Notwithstanding these rate decreases, the Company believes that
current rates substantially exceed 1992 levels. If and while favorable loss
experience continues and reinsurance capacity does not diminish, the Company
expects further downward pressure on rates during 1997. See "Risk Factors--
Business Considerations."

REINSURANCE PRODUCTS

The Company's property catastrophe reinsurance contracts cover unpredictable
events such as hurricanes, windstorms, hailstorms, earthquakes, fires,
industrial explosions, freezes, riots, floods and other man-made or natural
disasters. The Company's predominant exposure under such coverages is to
property damage. However, other risks, including business interruption and
other non-property losses, may also be covered when arising from a covered
peril. In accordance with market practice, the Company's property catastrophe
reinsurance contracts generally exclude certain risks such as war, nuclear
contamination and radiation.

The Company's property catastrophe reinsurance contracts provide for
aggregate limits on exposure to losses and require cedents to incur insured
losses in specified amounts before the Company becomes obligated to pay
claims. Consequently, the Company expects that most claims under its contracts
will be the result of relatively few high loss catastrophic events. The
Company seeks to moderate its exposure by writing various lines of
reinsurance, limiting the amount of its exposure in each geographic zone
worldwide and implementing

34
<PAGE>

exposure limits and attachment points on each program. Historically, the
Company has not used retrocessions to manage its exposures. Currently, the
Company is negotiating the purchase of non-traditional, multi-year reinsurance
protection to reduce earnings volatility resulting from one or more severe
catastrophic events over a period of years. There can be no assurance that the
Company will be able to obtain such reinsurance on terms acceptable to it.

The occurrence of claims from catastrophic events is likely to result in
substantial volatility in the Company's financial results for any fiscal
quarter or year and could have a material adverse effect on the Company's
financial condition and results of operations and its ability to write new
business. Catastrophic events of significant magnitude historically have been
relatively infrequent, although the Company believes that the property
reinsurance market has experienced a high level of worldwide catastrophic
losses in terms of both frequency and severity from 1987 to the present as
compared with prior periods. The Company expects that increases in the values
and concentrations of insured property and the effects of inflation will
increase the severity of such occurrences per year in the future. See "Risk
Factors--Volatility of Financial Results; Capital Management Strategy."

Types of Reinsurance

The following table sets forth the Company's net premiums written and number
of contracts written by type of reinsurance for the periods indicated (dollars
in millions):

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
---------------------- ----------------------
NET PREMIUMS NUMBER OF NET PREMIUMS NUMBER OF
TYPE OF REINSURANCE WRITTEN CONTRACTS WRITTEN CONTRACTS
------------------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
Property catastrophe reinsurance:
Excess of loss................. $122.4 832 $135.7 773
Pro rata....................... 42.2 10 42.8 10
Other lines of business:
Property--risk excess and pro
rata.......................... 9.7 70 5.3 59
Casualty clash................. 3.0 30 2.6 27
Marine......................... 4.6 17 3.1 4
Miscellaneous.................. 4.8 36 6.4 20
Adjustments and reinstatement
premiums...................... 3.5 -- 6.0 --
------ --- ------ ---
Total........................ $190.2 995 $201.9 893
====== === ====== ===
</TABLE>

Property Catastrophe. The largest portion of the Company's business consists
of property catastrophe excess of loss contracts. Property catastrophe excess
of loss reinsurance provides coverage when total losses and loss expenses from
a single occurrence of a covered peril under a portfolio of primary
reinsurance contracts exceed the attachment point specified in the reinsurance
contract with the primary insurer. Some of the Company's property catastrophe
excess of loss policies limit coverage to one occurrence in a policy year, but
most policies provide for coverage of a second occurrence after the payment of
a reinstatement premium. The Company also writes a minimal amount of aggregate
property catastrophe excess of loss contracts, which cover more than one
catastrophe with one attachment point.

The Company writes pro rata of property catastrophe reinsurance treaties
when it believes that rates and volume are attractive. In such programs, the
Company assumes a specified proportion of the exposure under a portfolio of
excess of loss property catastrophe reinsurance contracts written by the
ceding reinsurer and receives an equal proportion of the premium received by
the cedent. The cedent generally receives a ceding commission, based upon the
premiums ceded to the reinsurer, and may also be entitled to receive a profit
commission based on the ratio of losses, loss expenses and the reinsurer's
expenses to premiums ceded. The Company generally requires that its pro rata
of property catastrophe contracts have aggregate exposure limits per
occurrence on a zonal basis. The Company generally obtains detailed
information concerning each underlying contract and the

35
<PAGE>

exposures underlying the risks it assumes and audits the premiums associated
with the cessions. However, the Company is dependent upon the cedent's
underwriting, pricing and claims administration to yield an underwriting
profit.

Other Lines of Business. The Company's property risk excess of loss
contracts cover a cedent's loss on a single "risk" in excess of the cedent's
attachment point, rather than covering multiple risks as does property
catastrophe reinsurance. A "risk" in this context might mean the insurance
coverage on one building or a group of buildings or the insurance coverage
under a single policy, which the reinsured treats as a single risk. In
property pro rata reinsurance treaties, the Company assumes a proportional
part of the original premiums and losses of the reinsured on non-catastrophe
reinsurance contracts. In property pro rata reinsurance, the reinsurer
generally pays the ceding company a ceding commission. The ceding commission
generally is based on the ceding company's cost of acquiring the business
being reinsured (including commissions, premium taxes, assessments and
miscellaneous administrative expense) and also may include a profit factor.

In addition to property risk excess of loss and pro rata, the Company also
writes other lines of reinsurance, which currently include casualty clash,
marine, crop hail, aviation and satellite. Casualty clash reinsurance protects
cedents against an aggregation of casualty losses incurred by multiple
insureds from a single event. In addition to aggregation of losses, casualty
clash coverage protects a reinsured against a single extraordinary loss caused
by a judgment in excess of the original policy limit issued (including
punitive damages) or an action by an original insured against the insurer for
"bad faith" handling of a claim (extra-contractual obligations). Marine and
aviation risks involve property damage, although they may also involve
casualty coverages arising from the same event causing the property claims.
Crop hail reinsurance provides property coverage for hail damage to crops.
Satellite reinsurance protects the reinsured primarily from losses relating to
launches, improper orbits and other losses in the early stages of the
satellite's life.

The Company has formed LaSalle Re Capital to provide capital support to
selected Lloyd's syndicates commencing in January 1997. The Company expects
that such support will be provided through letters of credit or a deposit of
funds at Lloyd's. The Company is currently negotiating with three syndicates.
One of such syndicates writes direct and facultative property insurance, one
writes marine insurance and reinsurance, and one writes professional indemnity
and directors and officers' insurance and bankers blanket bond business. There
can be no assurance that any such negotiations will result in a definitive
agreement. LaSalle Re Capital's provision of capital support to Lloyd's
syndicates is subject to approval by the appropriate regulatory authorities.

Geographic Diversification

The Company seeks to diversify its property catastrophe exposures across
geographic zones in order to optimize its spread of risk. For the year ended
September 30, 1996, 41.7% of the Company's net premiums written represented
U.S.-based risks. Within the United States, the Company's largest exposure on
a zonal basis is the West Coast, including Hawaii and Alaska. The remaining
58.3% of net premiums written was spread in other territories around the
world. This distribution of risk is subject to change and is dependent upon
rates available in various zones. The Company intends to continue its
expansion in international writings to further diversify its exposures. As a
result of long-term relationships between the Company's management and certain
clients and brokers, the Company has developed a strong base of regional
business in the U.S. This business assists the Company in diversifying its
U.S.-based risks and makes more efficient use of its capital by limiting
multi-zone exposures. In the year ended September 30, 1996, this regional
business represented a significant component of the Company's U.S.-based net
premiums written.

36
<PAGE>

The following table sets forth the percentage of the Company's net premiums
written allocated to the zone of exposure at the dates indicated (dollars in
millions):

<TABLE>
<CAPTION>
GEOGRAPHIC AREA SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
--------------- ------------------- -------------------
PERCENTAGE PERCENTAGE
NET OF NET NET OF NET
PREMIUMS PREMIUMS PREMIUMS PREMIUMS
WRITTEN WRITTEN WRITTEN WRITTEN
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
United States........................... $ 79.4 41.7% $ 91.6 45.4%
Europe (excluding the U.K.)............. 22.0 11.6 21.0 10.4
United Kingdom.......................... 16.3 8.6 14.1 7.0
Japan................................... 8.0 4.2 7.6 3.8
Australasia............................. 11.0 5.8 9.8 4.8
Worldwide............................... 22.0 11.6 26.9 13.3
Worldwide (excluding the U.S.)(1)....... 11.5 6.0 8.8 4.4
Other(2)................................ 16.5 8.6 16.1 8.0
Adjustments and reinstatements.......... 3.5 1.9 6.0 2.9
------ ----- ------ -----
Total............................... $190.2 100.0% $201.9 100.0%
====== ===== ====== =====
</TABLE>
- --------
(1) The category "Worldwide (excluding the U.S.)" consists of contracts that
cover more than one zone (none of which is in the U.S.). The exposure in
this category for business written to date is predominantly from Europe
and Japan.
(2) Other relates to other lines of reinsurance, including casualty clash,
marine, crop hail, aviation and satellite.

Program Limits

The following table sets forth the number of the Company's property
catastrophe excess of loss programs written in the year ended September 30,
1996 by aggregate excess of loss program limits:

<TABLE>
<CAPTION>
NUMBER OF
PROGRAMS
---------
<S> <C>
Greater than $15 million but less than $20 million.............. 2
$10-15 million.................................................. 15
$7.5-10 million................................................. 18
$5-7.5 million.................................................. 36
$2.5-5 million.................................................. 70
Less than $2.5 million.......................................... 209
---
Total....................................................... 350
===
</TABLE>

UNDERWRITING

The Company's principal underwriting strategy is to underwrite property
catastrophe exposures within clearly defined parameters that permit thorough
analysis and appropriate pricing of each of the Company's reinsurance
contracts. Underwriting decisions are made following analysis of each
reinsurance contract based on the expected incremental return on equity in
relation to the Company's overall portfolio of reinsurance contracts.

The Underwriting/Actuarial Committee of the Board has set limits on the
Company's aggregate exposure. The Company uses various methods to evaluate and
monitor its exposure to loss. The Company diversifies its property catastrophe
exposures worldwide and within each geographic zone and also maintains
exposure limits within each geographic zone. Aggregate exposures also are
controlled and monitored on a real-time basis using computer-based rating and
control systems. The Company imposes attachment points in its contracts at a
level that is expected to exceed frequency of loss and limits aggregate risk
exposure. In addition, the Company regularly reevaluates its pricing to ensure
that general market conditions remain attractive.

The Company obtains information from brokers, potential cedents and other
sources, as appropriate, in order to make informed underwriting decisions. A
potential cedent generally is not accepted without a thorough examination of
its historical record, management, business strategy, underwriting policies
and risk management

37
<PAGE>

systems. The Company also seeks to select clients with disciplined catastrophe
management programs. The Company seeks to build long-term relationships with
its clients because the Company believes that it can underwrite renewal
business with greater precision.

The Company uses computer-based modeling systems to estimate exposure to
loss and evaluate pricing adequacy of its reinsurance programs. These models
are also used in the analysis of projected return on equity and the monitoring
of aggregate exposures within geographic zones.

For U.S.-based risks, the Company has developed a proprietary model called
L-CAMTM (LaSalle Catastrophe Analysis Model). L-CAMTM incorporates
commercially available catastrophe simulation models and the Company's
internally-generated models. The commercially available models include (i)
CATMAPTM, which uses market share data derived from zip code and/or country
aggregate data to develop individual contract and portfolio loss statistics
and (ii) IRASTM, which derives loss statistics based on hypothetical risk
location determined from the most detailed information provided by the primary
insurer. Models developed by the Company and used in L-CAMTM include (i) the
Modified Historical Event Model, which fits a Pareto loss distribution to over
45 years of catastrophe loss data, adjusted for inflation and demographic
shifts, (ii) the Market Loss Pricing Model, which uses underwriting-zone
market share information to develop attachment and exhaustion probabilities
from which pricing input is determined and (iii) the Industry Peer Model,
which is a portfolio management tool selecting treaties in force with similar
characteristics for pricing considerations.

For non-U.S. based property catastrophe risks, the Company uses modeling
techniques which incorporate Pareto loss distributions with exposure rating
based on aggregate liabilities per geographic zone. The Company also examines
experience ratings of adjusted historical loss events and, for some non-U.S.
territories, uses a commercially available software program produced by
EQUECAT International, which utilizes probabilistic and deterministic loss
calculations.

For the other lines of reinsurance, the Company uses internal rating
techniques that incorporate, among other things, exposure and experience
ratings and thorough analysis of loss ratios and underwriting expenses
associated with the business to be reinsured. The Company carefully structures
the terms and conditions of its contracts to restrict coverage to the specific
perils intended.

The results of these analyses are measured against the Company's current
portfolio and other known treaties in the market and combined with
management's knowledge of the client and the current reinsurance market
environment. Pricing and participation decisions are then made based on the
estimated exposure of losses and the potential impact of each contract on
incremental return on equity.

Underwriting services are provided to the Company by CNA Bermuda pursuant to
the Underwriting Services Agreement. See "Certain Transactions--Underwriting
Services Agreement." A staff of five professionals with extensive experience
in the reinsurance industry currently serve as the Company's underwriting team
in Bermuda. The Company also has access to the reinsurance expertise of CNA in
terms of underwriting databases and technology, a staff of specialized
professionals and a worldwide network of contacts in the reinsurance market.
In addition, the underwriting of all new exposures is reviewed by the Chief
Executive Officer or Chief Underwriting Officer of the Company.

MARKETING

The Company markets its reinsurance products worldwide primarily through
reinsurance brokers. By marketing its products primarily through the broker
network, the Company avoids the expense of establishing and maintaining
worldwide offices and marketing operations. The Company believes that its
broker relationships permit it to obtain business and monitor developments in
various lines of reinsurance in order to increase its writings when market
conditions in those lines are favorable.

38
<PAGE>

The Company maintains an office in London, England through LaSalle Re
Services. LaSalle Re Services introduces prospective customers to the Company
and provides an important liaison with brokers in the London Market, assisting
in the distribution of marketing literature and collecting information for
LaSalle Re on demand and developments in the London reinsurance market
generally. In addition, LaSalle Re Services plays a key role in the Company's
marketing efforts in Europe.

The Company strives to develop strong relationships with its brokers and
clients. Retention of clients permits the Company to use experience regarding
a client's underwriting practices and risk management systems to underwrite
its own business with greater precision. The Company also targets brokers and
clients that it believes will enhance the risk/return composition of its
portfolio, are capable of supplying detailed and accurate underwriting data
and can potentially add diversification to the Company's book of business.
Additionally, the Company believes that its level of capital and surplus
offers financial security and demonstrates to brokers and clients a high level
of commitment to property catastrophe reinsurance.

The Company focuses on providing high quality service by promptly responding
to underwriting submissions, designing customized programs, offering lead
terms when circumstances warrant and paying valid claims within an average of
five days. The Company believes that it has established a reputation with its
brokers and clients for high quality service.

The Company received approximately 3,423 contract submissions in the year
ended September 30, 1996 as compared to 3,667 in the year ended September 30,
1995. The Company is highly selective in accepting risks, extending coverage
on only 995 contracts, or 29.1% of the program submissions received, in the
year ended September 30, 1996. Subsidiaries and affiliates of Aon were brokers
for approximately 12.4% and 10.6% of the Company's net written premiums in the
years ended September 30, 1996 and 1995, respectively. Guy Carpenter &
Company, Inc., together with its affiliates, generated 16.6% of the Company's
net premiums written for the year ended September 30, 1996 and 21.1% of the
Company's net premiums written for the year ended September 30, 1995. No other
broker accounted for more than 10% of the Company's net premiums written for
the years ended September 30, 1996 or 1995.

Consistent with its emphasis on disciplined underwriting practices, the
Company is not obligated to accept any business from any intermediary,
including Aon, CNA or LaSalle Re Services. No intermediary has the authority
to bind the Company on any business.

RESERVES

The Company establishes loss reserves for the ultimate settlement costs of
all losses and loss expenses incurred with respect to business written by it.
As at September 30, 1996, the Company's total incurred losses and loss
expenses from inception was $161.7 million. See "Management's Discussion and
Analysis of Financial Conditions and Results of Operations" and Note 9 to the
Consolidated Financial Statements. GAAP does not permit the Company to
establish reserves with respect to its property catastrophe reinsurance until
an event occurs that may give rise to a claim. As a result, only loss reserves
applicable to losses incurred up to the reporting date may be set aside, with
no allowance for the provision of a contingency reserve to account for
expected future losses.

The derivation of loss reserves involves the actuarial and statistical
projection at any given time of the Company's expectations of the ultimate
settlement of loss and loss expenses. These loss projections become necessary,
in large part, as a result of time lags associated with reinsurance loss
reporting. These lags are principally attributable both to claimant delays in
reporting to the primary carrier as well as primary and reinsurance company
delays in gathering statistics and subsequently reporting cession details to
the Company. As a result, in addition to the loss estimates reported by
primary insurers on known claims, actuarially projected estimates of reserves
applicable to both the development (growth) of known claims as well as the
emergence of new claims reports related to losses events which have been
incurred but not reported ("IBNR losses") prior to the evaluation date must be
developed. In addition to the impact of reporting lags upon the accuracy of
estimated

39
<PAGE>

loss liabilities, other factors have tremendous impact upon the ultimate
settlement of insured losses, including loss cost inflation, trends in the
amount of insurance purchased to the full value of insured properties and
trends in the size and demographics of insured populations. The loss reserve
estimates are not precise in that they necessarily involve an attempt to
predict the ultimate outcome of future loss reporting and settlement
activities.

To establish appropriate loss reserves, the Company uses a combination of
data sources and commercially available catastrophe models. These models are
employed upon the occurrence of an event to arrive at estimates of losses to
the Company. In addition, grouped and individual contract data illustrating
the loss development history for prior similar events, as well as actual loss
emergence experience of the underlying insurers, are analyzed to assist in the
determination of suitable loss reserves. The data derived from the industry
sources, and supplemented with the client specific information, are then used
to arrive at estimates of loss emergence patterns and initial estimates of
ultimate loss rates. These parameters are then applied, on a contract by
contract basis, to arrive at estimates of ultimate losses. These loss
estimates are then supplemented with the results derived from the catastrophe
models, and final loss estimates are selected and reduced for losses reported
to the Company to arrive at IBNR losses as of the date of evaluation.

The reserves are reviewed regularly by the Company's actuaries and executive
officers and the Board of Directors of LaSalle Re, and to the extent they
develop upward or downward, the results are reflected in the net income in the
period in which the reserve deficiency or redundancy is evaluated. There can
be no assurance that the final loss settlements will not exceed the Company's
loss reserve and have a material adverse effect upon the Company's financial
condition and results of operations in a particular period. See "Risk
Factors--Loss Reserves."

The Company determines its reserves with the assistance of actuarial staff
provided by Aon Bermuda pursuant to the Administrative Services Agreement. See
"Certain Transactions--Administrative Services Agreement."

INVESTMENTS

Composition of Portfolio

The Board has implemented a set of investment guidelines designed to meet
the Company's liquidity requirements and return objectives. The guidelines are
intended to be conservative, stressing preservation of principal, yield
enhancement through the identification of value and market inefficiencies,
market liquidity and risk reduction. The primary objective of the investment
portfolio, as set forth in the guidelines, is to maximize investment returns
consistent with these policies. The Company's investment guidelines are
reviewed periodically and are subject to change at the discretion of the
Board.

The following table summarizes the composition of the Company's investment
portfolio as of September 30, 1996 and 1995 (dollars in millions):

<TABLE>
<CAPTION>
TYPE OF INVESTMENT SEPTEMBER 30,
------------------ --------------------------
1996 1995
------------ ------------
FAIR % OF FAIR % OF
VALUE TOTAL VALUE TOTAL
------ ----- ------ -----
<S> <C> <C> <C> <C>
Fixed maturities:
Non-U.S. government bonds and agencies............ $ 75.3 14.0% $ 63.3 12.1%
U.S. government bonds and agencies................ 90.1 16.8 4.9 0.9
Corporate bonds................................... 325.1 60.5 371.8 71.2
------ ----- ------ -----
Subtotal........................................ 490.5 91.3 440.0 84.2
Cash and cash equivalents........................... 47.0 8.7 82.4 15.8
------ ----- ------ -----
Total investments............................... $537.5 100.0% $522.4 100.0%
====== ===== ====== =====
</TABLE>

40
<PAGE>

Quality of Portfolio

The Company has investment guidelines which restrict investments in
securities below an "AA" grade rating to 15% of the total portfolio, and only
10% can be invested in "BBB" grade rating. In addition, the guidelines
restrict investments in a single issuer to no greater than 5% of the market
value of the portfolio (except for U.S. and U.K. Government issues) and, with
respect to country of issue, to no greater than 25% of the market value of the
portfolio, except for U.S. and supernational borrowers.

The following table summarizes the composition of the Company's fixed
maturity portfolio by rating as assigned by S&P or Moody's as of September 30,
1996 and 1995 (dollars in millions):

<TABLE>
<CAPTION>
RATING SEPTEMBER 30,
------ --------------------------
1996 1995
------------ ------------
FAIR % OF FAIR % OF
VALUE TOTAL VALUE TOTAL
------ ----- ------ -----
<S> <C> <C> <C> <C>
AAA................................................. $310.5 63.3% $305.4 69.4%
AA.................................................. 126.1 25.7 134.6 30.6
A................................................... 53.9 11.0 -- --
------ ----- ------ -----
$490.5 100.0% $440.0 100.0%
====== ===== ====== =====
</TABLE>

Maturity and Duration of Portfolio

The Company's investment guidelines specify a one to four year duration for
the Company's investment portfolio, reflecting the need to maintain a liquid,
short duration portfolio to assure the Company's ability to pay claims on a
timely basis. The Company currently has a target duration for the portfolio of
three years and at September 30, 1996, the modified average duration of the
portfolio was 2.57 years. The Company expects to periodically reevaluate the
target duration in light of market conditions, including the level of interest
rates, and estimates of the duration of its liabilities.

The following table summarizes the contractual maturities of the Company's
fixed maturity portfolio as of September 30, 1996 and 1995 (dollars in
millions):

<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------------
1996 1995
------------ ------------
<S> <C> <C> <C> <C>
Due in less than one year..................... $ 99.8 20.4% $ 45.1 10.3%
Due in one to five years...................... 331.8 67.6 353.3 80.3
Due in five to ten years...................... 58.9 12.0 41.6 9.4
Greater than 10 years......................... -- -- -- --
------ ----- ------ -----
$490.5 100.0% $440.0 100.0%
====== ===== ====== =====
</TABLE>

Equity Securities/Real Estate

Pursuant to the Company's investment guidelines, the Company's investment
portfolio may not contain any direct investments in real estate, mortgage
loans or equity securities.

Foreign Currency Exposures

At present, the Company's fixed maturity portfolio is composed only of
securities denominated in U.S. dollars. In the future, the Company's
investment managers may be instructed to invest some of the fixed maturity
portfolio in securities denominated in currencies other than U.S. dollars
based upon the business the Company anticipates writing, the exposures and
claims reserves on the Company's books and the local currency outlook compared
to that of the U.S. dollar. The primary risk exposures and premiums receivable
are denominated in U.S. dollars, European currencies, Japanese yen and
Australian dollars.

41
<PAGE>

In an effort to manage its exposure to foreign currency exchange rate
fluctuations, the Company from time to time enters into foreign exchange
contracts. These contracts generally involve the exchange of one currency for
U.S. dollars at some future date. At September 30, 1996, the Company had a
notional principal amount outstanding of approximately $25.2 million in
foreign exchange contracts as compared to $6.1 million at September 30, 1995.
The carrying value of these contracts at September 30, 1996 approximated their
fair value. Realized and unrealized gains or losses on these contracts are
recorded as an income item in the Company's consolidated statement of
operations. Foreign exchange contracts at September 30, 1996 generally had
maturities of six months or less and related to major Western currencies.

Diversification and Liquidity

Pursuant to the investment guidelines of the Company, no more than 25% of
the fair market value of the Company's investment portfolio may be invested in
the securities of any sovereign government or agency issuing in its own
currency (except for the U.S. and supernational entities). Additionally, no
more than 5% of the fair market value of the investment portfolio may be
invested in securities issued by any single issuer.

Investment Manager

LaSalle Re has entered into the Investment Management Agreement with Aon
Advisors. Pursuant to the terms of the Investment Management Agreement, the
Company pays Aon Advisors a fee equal to 0.35% per annum of the first $100
million of assets under management, 0.25% per annum of the next $100 million
of assets under management in excess of $100 million and 0.15% per annum of
any additional assets under management in excess of $200 million. The terms of
the Investment Management Agreement were determined in arm's length commercial
negotiations. The performance of, and the fees paid to, Aon Advisors under the
Investment Management Agreement are reviewed periodically by the Board. See
"Certain Transactions--Investment Management Agreement."

COMPETITION

The property catastrophe reinsurance industry is highly competitive. The
Company competes, and will continue to compete, with major U.S. and non-U.S.
insurers and property catastrophe reinsurers, including other Bermuda based
property catastrophe reinsurers and CNA, some of which have greater financial
and organizational resources than the Company. There may be established
companies or new companies of which the Company is not aware which may be
planning to enter the property catastrophe reinsurance market or existing
reinsurers which may be planning to raise additional capital. In addition,
Lloyd's began to allow capital from corporate investors in 1994. Competition
in the types of reinsurance business that the Company underwrites is based on
many factors, including rates and other terms and conditions offered, services
provided, ratings assigned by independent rating agencies, speed of claims
payment and reputation, the perceived financial strength and experience of the
reinsurer in the line of reinsurance to be written.

In April 1996, LaSalle Re received an initial rating from A.M. Best of "A-"
(Excellent). Prior to that time, LaSalle Re was not rated by any rating
agency. The rating received by LaSalle Re represents the fourth highest in the
rating scale used by A.M. Best. In October 1996, LaSalle Re received an
initial rating of its claims paying ability from S&P of "A" (Good). The rating
received by LaSalle Re represents the sixth highest in the rating scale used
by S&P. Such ratings are based on factors of concern to cedents and brokers
and are not directed toward the protection of investors. Such ratings are
neither a rating of securities nor a recommendation to buy, hold or sell such
securities. While the Company believes that its new ratings will not be a
major competitive advantage or disadvantage, some of the Company's principal
competitors have higher ratings than the Company. Insurance ratings are one
factor used by brokers and cedents as a means of assessing the financial
strength and quality of reinsurers. In addition, a cedent's own rating may be
adversely affected by the lack of a rating of its reinsurer. Therefore, a
cedent may elect to reinsure with a competitor of the Company that has a
higher insurance rating. Similarly, the lowering or loss of a rating in the
future could adversely affect the Company's ability to compete.

42
<PAGE>

The Company is not licensed or admitted as an insurer in any jurisdiction
other than Bermuda and has no plans to become so licensed or admitted;
however, LaSalle Re Capital may become a corporate member of a Lloyd's
syndicate. Because jurisdictions in the United States do not permit insurance
companies to take credit for reinsurance obtained from unlicensed or non-
admitted insurers on their statutory financial statements unless security is
posted, the Company's reinsurance contracts generally require it to post a
letter of credit or provide other security for outstanding claims and/or
unearned premiums. In order to post these letters of credit, the Company
generally is required to provide the issuing banks with collateral equal to
such amounts. As a result of the size of the Company's capitalization, the
Company does not believe that its non-admitted status in any jurisdiction has,
or should have, a material adverse effect on its ability to compete or obtain
business in the property catastrophe reinsurance market in which it operates,
principally because many of the Company's competitors are not admitted or
licensed in United States jurisdictions. However, there can be no assurance
that increased competitive pressure from current reinsurers and future market
entrants or the Company's non-admitted status will not adversely affect the
Company. See "Risk Factors--Competition; Ratings; Non-Admitted Status."

EMPLOYEES

The Company has three employees, which are Mr. Blake, Chairman, Chief
Executive Officer and President of Holdings, Mr. Cook, Chief Financial Officer
and Treasurer of Holdings and the Company's Investor Relations Manager. In
addition to their activities, the Company's day-to-day operations are
performed by affiliates of Aon and CNA pursuant to the Service Agreements.
Under the Service Agreements, 31 employees of Aon and CNA are currently
dedicated to the Company. See "Certain Transactions." The Company believes
that its employee relations are satisfactory. None of the Company's employees
are subject to collective bargaining agreements, and the Company knows of no
current efforts to implement such agreements at the Company.

PROPERTIES

The Company is provided office space in Bermuda and London by Aon Bermuda
pursuant to the Administrative Services Agreement. See "Certain Transactions--
Administrative Service Agreement."

LEGAL PROCEEDINGS

The Company is not currently involved in any litigation or arbitration. The
Company expects, however, that it will be subject to litigation and
arbitration from time to time in the ordinary course of its business.

REGULATION

Bermuda

The Insurance Act 1978, as amended, and Related Regulations. As a holding
company, Holdings is not subject to Bermuda insurance regulations. However,
the Insurance Act, which regulates the insurance business of LaSalle Re,
provides that no person shall carry on an insurance business in or from within
Bermuda unless registered as an insurer under the Insurance Act by the
Minister of Finance (the "Minister"). The Minister, in deciding whether to
grant registration, has broad discretion to act as he thinks fit in the public
interest. The Minister is required by the Insurance Act to determine whether
the applicant is a fit and proper body to be engaged in the insurance business
and, in particular, whether it has, or has available to it, adequate knowledge
and expertise. The registration of an applicant as an insurer is subject to
its complying with the terms of its registration and such other conditions as
the Minister may impose at any time.

An Insurance Advisory Committee appointed by the Minister advises him on
matters connected with the discharge of his functions, and sub-committees
thereof supervise and review the law and practice of insurance in Bermuda,
including reviews of accounting and administrative procedures.

The Insurance Act imposes on Bermuda insurance companies solvency and
liquidity standards and auditing and reporting requirements and grants to the
Minister powers to supervise, investigate and intervene in the affairs of
insurance companies. Other significant aspects of the Bermuda insurance
regulatory framework are set forth below.

43
<PAGE>

Cancellation of Insurer's Registration. An insurer's registration may be
cancelled by the Minister on certain grounds specified in the Insurance Act,
including failure of the insurer to comply with its obligations under the
Insurance Act or, if in the opinion of the Minister after consultation with
the Insurance Advisory Committee, the insurer has not been carrying on
business in accordance with sound insurance principles.

Independent Approved Auditor. Every registered insurer must appoint an
independent auditor who will annually audit and report on the Statutory
Financial Statements and the Statutory Financial Return of the insurer, both
of which, in the case of LaSalle Re, are required to be filed annually with
the Registrar of Companies (the "Registrar"), who is the chief administrative
officer under the Insurance Act. The independent auditor of the insurer must
be approved by the Minister and may be the same person or firm which audits
the insurer's financial statements and reports for presentation to its
shareholders.

Loss Reserve Specialist. LaSalle Re is registered as a Class 4 insurer.
Every Class 4 insurer is required to submit an annual loss reserve opinion
when filing the Annual Statutory Financial Return. This opinion must be issued
by a Loss Reserve Specialist. The Loss Reserve Specialist, who will normally
be a qualified casualty actuary, must be approved by the Minister.

Statutory Financial Statements. An insurer must prepare Annual Statutory
Financial Statements. The Insurance Act prescribes rules for the preparation
and substance of such Statutory Financial Statements (which include, in
statutory form, a balance sheet, income statement, statement of capital and
surplus and detailed notes thereto). The insurer is required to give detailed
information and analyses regarding premiums, claims, reinsurance and
investments. The Statutory Financial Statements are not prepared in accordance
with GAAP and are distinct from the financial statements prepared for
presentation to the insurer's shareholders under the Companies Act 1981 of
Bermuda, which financial statements may be prepared in accordance with GAAP.
LaSalle Re is required to submit the Annual Statutory Financial Statements as
part of the Annual Statutory Financial Return.

Minimum Solvency Margin. The Insurance Act provides that the statutory
assets of an insurer must exceed its statutory liabilities by an amount
greater than the prescribed minimum solvency margin which varies with the type
of business and class of registration of the insurer and the insurer's net
premiums written and loss reserve level. As a registered Class 4 insurer,
LaSalle Re is required to maintain a minimum solvency margin equal to the
greatest of $100 million, 50% of its net premiums written and 15% of its loss
and other certain insurance reserves. At September 30, 1996, LaSalle Re's
actual statutory capital and surplus was $475.6 million, compared to its
minimum solvency margin requirement of $100 million.

Minimum Liquidity Ratio. The Insurance Act provides a minimum liquidity
ratio for general business. An insurer engaged in general business is required
to maintain the value of its relevant assets at not less than 75% of the
amount of its relevant liabilities. Relevant assets include cash and time
deposits, quoted investments, unquoted bonds and debentures, first liens on
real estate, investment income due and accrued, accounts and premiums
receivable and reinsurance balances receivable. There are certain categories
of assets which, unless specifically permitted by the Minister, do not
automatically qualify as relevant assets, such as unquoted equity securities,
investments in and advances to affiliates, real estate and collateral loans.
The relevant liabilities are total general business insurance reserves and
total other liabilities less deferred income tax and sundry liabilities (by
interpretation, those not specifically defined).

Annual Statutory Financial Return. LaSalle Re is required to file with the
Registrar an Annual Statutory Financial Return no later than four months after
its financial year end (unless specifically extended). The Annual Statutory
Financial Return includes, among other matters, a report of the approved
independent auditor on the Annual Statutory Financial Statements of the
insurer; a declaration of the statutory ratios; a solvency certificate; the
Annual Statutory Financial Statements themselves; the opinion of the approved
Loss Reserve Specialist and certain details concerning ceded reinsurance. The
solvency certificate and the declaration of the statutory ratios must be
signed by the principal representative and at least two directors of the
insurer who are required to state (among other matters) whether the Minimum
Solvency Margin and, in the case of the solvency certificate, the

44
<PAGE>

Minimum Liquidity Ratio have been met, and the independent approved auditor is
required to state whether in its opinion it was reasonable for them to so
state and whether the declaration of the statutory ratios complies with the
requirements of the Insurance Act. The Statutory Financial Return must include
the opinion of the Loss Reserve Specialist in respect of the loss and loss
expense provisions of LaSalle Re. Where an insurer's accounts have been
audited for any purpose other than compliance with the Insurance Act, a
statement to that effect must be filed with the Statutory Financial Return.

Supervision, Investigation and Intervention. The Minister may appoint an
inspector with extensive powers to investigate the affairs of an insurer if
the Minister believes that an investigation is required in the interest of the
insurer's policyholders or persons who may become policyholders. In order to
verify or supplement information otherwise provided to him, the Minister may
direct an insurer to produce documents or information relating to matters
connected with the insurer's business.

If it appears to the Minister that there is a risk of the insurer becoming
insolvent or that it is in breach of the Insurance Act or any conditions
imposed upon its registration, the Minister may (among other matters) direct
the insurer not to take on any new insurance business; not to vary any
insurance contract if the effect would be to increase the insurer's
liabilities; not to make certain investments; to realize certain investments;
to maintain in Bermuda, or transfer to the custody of a specified bank,
certain assets; not to declare or pay any dividends or other distributions or
to restrict the making of such payments; and/or to limit its premium income.

Principal Representative. An insurer is required to maintain a principal
office in Bermuda and to appoint and maintain a principal representative in
Bermuda. For the purpose of the Insurance Act, the principal office of LaSalle
Re is at the Company's offices at 25 Church Street, Hamilton HM FX Bermuda,
and Andrew Cook is the principal representative of LaSalle Re. Without a
reason acceptable to the Minister, an insurer may not terminate the
appointment of its principal representative, and the principal representative
may not cease to act as such, unless 30 days' notice in writing to the
Minister is given of the intention to do so. It is the duty of the principal
representative, within 30 days of his reaching the view that there is a
likelihood of the insurer for which he acts becoming insolvent or its coming
to his knowledge, or his having reason to believe, that an "event" has
occurred, to make a report in writing to the Minister setting out all the
particulars of the case that are available to him. Examples of such an "event"
include failure by the reinsurer to comply substantially with a condition
imposed upon the reinsurer by the Minister relating to a solvency margin or a
liquidity or other ratio.

Class 4 Insurer. LaSalle Re is registered as a Class 4 insurer and, as such:
(i) is required to maintain a minimum statutory capital and surplus equal to
the greatest of $100 million, 50% of its net premiums written and 15% of its
loss and other insurance reserves; (ii) is required to file annually within
four months following the end of the relevant financial year with the
Registrar a Statutory Financial Return together with a copy of its Annual
Statutory Financial Statements and an opinion of a Loss Reserve Specialist in
respect of its loss and loss expense provisions; (iii) is prohibited from
declaring or paying any dividends during any financial year if it is in breach
of its minimum solvency margin or minimum liquidity ratio or if the
declaration or payment of such dividends would cause it to fail to meet such
margin or ratio (if it has failed to meet its minimum solvency margin or
minimum liquidity ratio on the last day of any financial year, LaSalle Re will
be prohibited, without the approval of the Minister, from declaring or paying
any dividends during the next financial year); (iv) is prohibited from
declaring or paying in any financial year dividends of more than 25% of its
total statutory capital and surplus (as shown on its previous financial year's
statutory balance sheet) unless it files with the Registrar an affidavit
stating that it will continue to meet the required margins; (v) is prohibited,
without the approval of the Minister, from reducing by 15% or more its total
statutory capital, as set out in its previous year's financial statements; and
(vi) is required, at any time it fails to meet its solvency margin, within 30
days (45 days where total statutory capital and surplus falls to $75 million
or less) after becoming aware of that failure or having reason to believe that
such failure has occurred to file with the Minister a written report
containing certain information.

Certain Other Considerations. As "exempted" companies, Holdings and LaSalle
Re may not, without the express authorization of the Bermuda legislature or a
license granted by a Minister, participate in certain business transactions,
including: (i) the acquisition or holding of land in Bermuda (except that
required for its business

45
<PAGE>

and held by way of lease or tenancy agreement for a term not exceeding 21
years); (ii) the taking of mortgages on land in Bermuda in excess of $50,000;
or (iii) the carrying on of business of any kind in Bermuda, except in
furtherance of the business of the Company carried on outside Bermuda.

The Bermuda government actively encourages foreign investment in "exempted"
entities like the Company that are based in Bermuda but do not operate in
competition with local businesses. As well as having no restrictions on the
degree of foreign ownership, Holdings and LaSalle Re are not currently subject
to taxes on their income or dividends or to any foreign exchange controls in
Bermuda. In addition, there currently is no capital gains tax in Bermuda, and
profits can be accumulated by Holdings and LaSalle Re, as required, without
limitation.

UNITED STATES, UNITED KINGDOM AND OTHER

LaSalle Re is registered as an insurer and is subject to regulation and
supervision in Bermuda. LaSalle Re is not admitted or authorized to do
business in any jurisdiction except Bermuda. The insurance laws of each state
of the United States do not directly regulate the sale of reinsurance within
their jurisdictions by alien insurers, such as LaSalle Re. Nevertheless, the
sale of reinsurance by alien reinsurers, such as LaSalle Re, to insurance
companies domiciled or licensed in United States jurisdictions is indirectly
regulated by state "credit for reinsurance" laws that operate to deny
financial statement credit to ceding insurers unless the non-admitted alien
reinsurer posts acceptable security for ceded liabilities and agrees to
certain contract provisions (e.g., insolvency and intermediary clauses).
Although the insurance laws of United States jurisdictions generally exempt
the business of reinsurance from "doing business" laws, the Company conducts
its business at its principal offices in Bermuda and does not maintain an
office in the United States, and its personnel do not solicit, advertise,
settle claims or conduct other insurance activities in the United States. All
policies are issued and delivered and premiums are received outside the United
States. The Company does not believe that it is subject to the insurance laws
of any state in the United States.

LaSalle Re does not intend to maintain an office or to solicit, advertise,
settle claims or conduct other insurance activities in any jurisdiction other
than Bermuda where the conduct of such activities would require that LaSalle
Re be so admitted. Consistent with this policy, LaSalle Re established LaSalle
Re Services as a subsidiary in the United Kingdom to operate a London "contact
office" at the London Underwriting Center. LaSalle Re Services is not
registered as an insurer in England or in any other jurisdiction. The Company
believes that LaSalle Re Services is not required to be registered as an
insurance company in the United Kingdom, and that the activities of LaSalle Re
Services do not cause the Company to be subject to regulation as an insurance
company in the United Kingdom.

46
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth the names, ages and positions of the persons who
are the directors and executive officers of the Company as of September 30,
1996.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Victor H. Blake......... 61 Chairman, Chief Executive Officer and President; Director
William J. Adamson, Jr.. 43 Deputy Chairman; Director
Andrew Africk........... 30 Director
Ivan P. Berk............ 59 Director
Joseph Haviv............ 42 Director
Jonathan H. Kagan....... 40 Director
Donald P. Koziol, Jr.... 48 Director
Lester Pollack.......... 63 Director
Peter J. Rackley........ 58 Director
Scott A. Schoen......... 38 Director
Harvey G. Simons........ 49 Director
David A. Stockman....... 49 Director
Paul J. Zepf............ 31 Director
Guy D. Hengesbaugh...... 37 Executive Vice President and Chief Underwriting Officer
Andrew Cook............. 34 Chief Financial Officer and Treasurer
</TABLE>

Victor H. Blake has been Chairman, Chief Executive Officer and President of
Holdings since its organization in September 1995 and Chairman and Chief
Executive Officer of LaSalle Re since May 1994. Mr. Blake has 37 years
experience in the insurance industry, concentrating primarily in reinsurance.
Mr. Blake served as Chairman and Chief Executive Officer of CNA Re, a leading
property and casualty insurer operating in the London market, from its
formation in 1976 until October 1995. In addition, he acted as the chairman
and chief executive officer of CNA Reinsurance Group, from its formation in
April 1994 until October 1995. CNA Reinsurance Group includes CNA Re and CNA's
United States reinsurance operations. Mr. Blake is the non-executive chairman
of CNA Reinsurance Group. Mr. Blake is also founder Chairman of the LUC
Holdings Ltd, the shareholders of the London Underwriting Centre, a
marketplace housing many of the London market insurers and reinsurers. He also
served as a member of the Council of the London Insurance and Reinsurance
Market Association and its predecessor bodies from 1977 to 1996.

William J. Adamson, Jr. has been Deputy Chairman and a director of Holdings
since its organization in September 1995 and a director of LaSalle Re since
its organization in October 1993. He also served as Chairman of LaSalle Re
from its inception until May 1994. Mr. Adamson has 21 years experience with
CNA in the reinsurance industry in Chicago and London. Mr. Adamson became
Chief Executive Officer of CNA Re in November 1995. Mr. Adamson has been
Senior Vice President of Continental Casualty Company ("CCC") since November
1995 and head of its Chicago-based reinsurance operations and also President
of CNA Re and CNA Bermuda since 1993. Prior to his appointment as Senior Vice
President, he was a Group Vice President and a Vice President of CCC and its
principal insurance subsidiaries. Mr. Adamson has acted as the chief operating
officer of CNA Reinsurance Group since its formation in April 1994 and became
its chief executive officer in November 1995.

Andrew Africk has been a director of Holdings since its organization in
September 1995 and an alternate director of LaSalle Re since its organization
in October 1993. Mr. Africk has been associated since 1992 with Apollo
Advisors, L.P., which acts as managing general partner of certain securities
investment funds, and Lion Advisors, L.P., which acts as financial advisor to
and representative for certain institutional investors with respect to
securities investments. Prior thereto, Mr. Africk was completing graduate
degree programs at the Wharton School of Business and the University of
Pennsylvania Law School. Mr. Africk is also a director of Continental Graphics
Holdings, Inc. and Culligan Water Technologies, Inc.

47
<PAGE>

Ivan P. Berk has been a director of Holdings since its organization in
September 1995 and an alternate director of LaSalle Re since its organization
in October 1993. He has been Executive Director-Manager of Equities of Aon
Advisors, Inc. since March 1993 and was Senior Portfolio Manager of Aon
Advisors, Inc. from December 1990 until March 1993. Mr. Berk has 28 years of
investment experience, including the formation of six insurance related
companies in the last three years.

Joseph Haviv has been a director of Holdings since October 1995. Mr. Haviv
has been Vice President of EXOR America Inc. since April 1994. Prior to his
current position with EXOR America Inc., Mr. Haviv was a Principal of McKinsey
& Company, Inc.

Jonathan H. Kagan has been a director of Holdings since its organization in
September 1995 and a director of LaSalle Re since its organization in October
1993. Mr. Kagan is a Managing Director of Corporate Advisors, L.P., which he
joined in 1988. Mr. Kagan has also been associated with Lazard Freres & Co.
LLC since 1980, has been a Managing Director since 1995 and is a Managing
Director of Centre Partners Management llc. Mr. Kagan is also a director of
Continental Cablevision, Inc., Tyco Toys Inc. and Firearms Training Systems,
Inc.

Donald P. Koziol, Jr. has been a director of Holdings since its organization
in September 1995. Mr. Koziol has been Executive Vice President of Aon
Specialty Group since January 1995. Mr. Koziol was Chairman and Chief
Executive Officer of Carvill America, Inc., a reinsurance brokerage firm, from
1984 until 1994.

Lester Pollack has been a director of Holdings since its organization in
September 1995 and director of LaSalle Re since its organization in October
1993. Mr. Pollack was a Deputy Chairman of LaSalle Re from October 1993 to May
1996. Mr. Pollack has been a Managing Director of Centre Partners Management
llc since 1995, Senior Managing Director of Corporate Advisors, L.P. since
1988, Managing Director of Lazard Freres & Co. LLC since 1986 and Chief
Executive Officer of Centre Partners, L.P. since 1986. Mr. Pollack is also a
director of Continental Cablevision, Inc., Parlex Corporation, Polaroid
Corporation, Sphere Drake Holdings, Ltd., SunAmerica, Inc. and Tidewater Inc.

Peter J. Rackley has been a director of Holdings since its organization in
September 1995 and a director of LaSalle Re since its organization in October
1993. Mr. Rackley has been Chairman and Group Chief Executive of Western
International Financial Group Ltd., a Bermuda-based insurance business, since
1993. Prior to that, Mr. Rackley held senior management executive positions in
General Accident Fire & Life Assurance Company plc and NZI Insurance Group.
Mr. Rackley is also Chairman of Catlin Westgen Holdings Limited, Westgen High
Ridge Holdings Limited, and CHA Insurance Company Limited and Deputy Chairman
of Commercial Risk Partners Limited.

Scott A. Schoen has been a director of Holdings since its organization in
September 1995 and a director of LaSalle Re since its organization in October
1993. Mr. Schoen is a Managing Director of Thomas H. Lee Company which he
joined in 1986. Mr. Schoen is also a director of Alliance International Group,
Inc., Anchor Advanced Products, Health O Meter Products Inc., Rayovac
Corporation and First Alert, Inc. and a Trustee of Insight Premier Funds.

Harvey G. Simons has been a director of Holdings since its organization in
September 1995 and a director of LaSalle Re since its organization in October
1993. Mr. Simons has served as Executive Vice President and Chief Underwriting
Officer of CNA International Reinsurance Company Limited for more than five
years.

David A. Stockman has been a director of Holdings since its organization in
September 1995 and a director of LaSalle Re since its organization in October
1993. Mr. Stockman was a Deputy Chairman of LaSalle Re from October 1993 to
May 1996. Mr. Stockman has been a member of Blackstone Group Holdings L.L.C.
since February 1996 and was a General Partner of Blackstone Group Holdings
L.P. (together with its successor, "Blackstone") from 1990 to February 1996.
Mr. Stockman has been a Senior Managing Director of Blackstone since 1988.
Prior to joining Blackstone, Mr. Stockman was a Managing Director of Salomon
Brothers Inc. Mr. Stockman served as the Director of the Office of Management
and Budget in the Reagan Administration from

48
<PAGE>

1981 to 1985. Prior to that, Mr. Stockman represented Southern Michigan in the
U.S. House of Representatives. Mr. Stockman is also a director of Bar
Technologies, Inc. and Collins & Aikman Corporation.

Paul J. Zepf has been a director of Holdings since May 1996. Previously he
had been an alternate director of LaSalle Re since its organization in
September 1993. He is a Principal of Corporate Advisors, L.P., which he joined
in 1989. Mr. Zepf is also a Principal of Centre Partners Management llc, which
manages Centre Capital Investors II, L.P. and related investment funds. Mr.
Zepf is also a director of Firearms Training Systems, Inc.

Guy D. Hengesbaugh has been Executive Vice President and Chief Underwriting
Officer of Holdings since its organization in September 1995 and Executive
Vice President and Chief Underwriting Officer of LaSalle Re since its
organization in October 1993. Mr. Hengesbaugh has ten years experience in
underwriting management with CNA in Chicago and London. Mr. Hengesbaugh is a
Vice President of CCC and an employee of CNA Bermuda and his services are made
available to the Company pursuant to the Underwriting Services Agreement. See
"Certain Transactions--Underwriting Services Agreement."

Andrew Cook, a Chartered Accountant, has been Chief Financial Officer and
Treasurer of Holdings since its organization in September 1995 and Chief
Financial Officer and Treasurer of LaSalle Re since its organization in
October 1993. Mr. Cook was an employee of Aon from 1993 until October 1995.
Mr. Cook was employed by Becher and Carlson Risk Management Limited, a
subsidiary of American Re, from November 1990 to October 1993, where he was a
Vice President responsible for a portfolio of captive insurance companies.
From December 1987 to October 1990, Mr. Cook was an audit manager with Ernst &
Young in Bermuda specializing in the audit of insurance and reinsurance
companies.

None of the directors or executive officers has any family relationship with
any other director or executive officer.

INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

The Board is divided into three classes of directors. The terms of office of
those directors in the first class (Messrs. Adamson, Berk, Schoen, Stockman
and Zepf) expire in 1999, of those in the second class (Messrs. Blake, Haviv,
Pollack and Simons) expire in 1997 and of those in the third class (Messrs.
Africk, Kagan, Koziol and Rackley) expire in 1998. The directors of the class
elected at each future annual meeting of shareholders hold office for a term
of three years. The Bye-Laws provide for a Board of 13 directors and empower
the Board to appoint persons to fill any vacancies.

Directors of Holdings are currently not paid to serve on the Board. Non-
management directors of Holdings receive reimbursement of their reasonable
costs for attendance at each meeting of the Board and each meeting of a
committee of the Board.

The Board has established five standing committees: Underwriting/Actuarial,
Nominating, Investment, Audit and Compensation. The Underwriting/Actuarial
Committee establishes guidelines for the Company's underwriters and actuaries
and periodically reviews underwriting decisions. The Nominating Committee
reviews candidates for the Board and makes recommendations to shareholders.
The Investment Committee approves guidelines that provide standards to ensure
portfolio liquidity and safety, approves investment managers and custodians
for portfolio assets and recommends asset allocations to the Board. The Audit
Committee reviews the adequacy and effectiveness of the external auditors and
their audit report. The Compensation Committee has responsibility for
determining executive compensation and administers the Company's stock option
and stock purchase plans.

49
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth, in summary form, the compensation earned by
each of the Company's executive officers during the years ended September 30,
1995 and 1996:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------- ------------
SECURITIES
NAME AND PRINCIPAL FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
------------------ ------ -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Victor H. Blake......... 1995 $262,500(1) $ 90,421 $146,992(2) $ 22,695(3)
Chief Executive Officer 1996 529,038 525,000 136,590(2) 85,218 852,308(4)
and President
Guy D. Hengesbaugh(5)... 1995 $170,000 $ 45,000 $ 71,783(6) $ 5,950(7)
Executive Vice
President and 1996 200,000 100,000 104,756(6) 45,000 7,788(7)
Chief Underwriting
Officer
Andrew Cook(8).......... 1995 $ 97,333 $ 19,000 $ 30,835(9) $ 7,740(10)
Chief Financial Officer 1996 161,231 75,000 76,077(9) 33,000 13,701(11)
and Treasurer
</TABLE>
- --------
(1) The compensation indicated relates to Mr. Blake's part-time service. See
"Management--Employment Agreements."
(2) Includes housing expenses of $123,541 for fiscal 1995 and $116,346 for
fiscal 1996.
(3) Consists of amounts paid for life insurance covering Mr. Blake.
(4) Consists of $489,061 paid in connection with certain pension benefits for
services rendered in fiscal 1996 and prior periods, $249,863 paid in
connection with certain pension benefits for future services, $88,096
paid for monthly pension contributions, $22,032 paid for life insurance
covering Mr. Blake and $3,256 paid for permanent health insurance
covering Mr. Blake.
(5) The compensation indicated was paid by CNA Bermuda pursuant to the
Underwriting Services Agreement. See "Certain Transactions--Underwriting
Services Agreement."
(6) Includes housing expenses and overseas allowances of $66,106 for fiscal
1995 and $97,607 for fiscal 1996.
(7) Consists of contributions to a 401(k) Plan.
(8) The compensation indicated for fiscal 1995 was paid by Aon Bermuda
pursuant to the Administrative Services Agreement. See "Certain
Transactions--Underwriting Services Agreement."
(9) Includes housing expenses of $28,800 for fiscal 1995 and $60,462 for
fiscal 1996.
(10) Consists of $5,740 paid in connection with a noncontributory pension plan
and $2,000 paid in connection with a Company savings plan.
(11) Consists of $13,701 paid in connection with a noncontributory pension
plan.

50
<PAGE>

The following table sets forth information concerning stock options granted
to each of the Company's executive officers during the year ended September
30, 1996:

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE AT ASSUMED
SECURITIES % OF TOTAL ANNUAL RATES OF STOCK PRICE
UNDERLYING OPTIONS GRANTED APPRECIATION FOR OPTION TERM (2)
OPTIONS TO EMPLOYEES IN EXERCISE OR EXPIRATION --------------------------------------
NAME GRANTED (1) FISCAL YEAR BASE PRICE DATE 5% 10%
- ---- ----------- --------------- ----------- ------------ ------------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
Victor H. Blake......... 85,218 52.2% $18.75 November 27, $ 1,507,937 $ 3,115,753
2005
Guy D. Hengesbaugh...... 45,000 27.6% $18.75 November 27, $ 796,277 $ 1,645,297
2005
Andrew Cook............. 33,000 20.2% $18.75 November 27, $ 583,937 $ 1,206,551
2005
</TABLE>
- --------
(1) The options vest ratably in five annual installments over five years from
the date of grant.
(2) The actual value, if any, an executive officer may realize will depend on
the future performance of the Common Shares and the excess of the stock
price over the exercise price on the date the option is exercised, so that
there is no assurance the value realized by an executive officer will be
at or near the value reflected in the above table. These amounts represent
certain assumed rates of appreciation only and may not be realized by the
executive officer.

The following table sets forth information for each of the Company's
executive officers with regard to the number of Common Shares underlying
unexercised stock options and SARs, and the value of such stock options and
SARs, in each case at September 30, 1996. No stock options or SARs have been
exercised by any of the executive officers.

AGGREGATE OPTION/SAR EXERCISES IN FISCAL YEAR 1996 AND 1996 FISCAL YEAR-END
OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SEPTEMBER 30, 1996 AT SEPTEMBER 30, 1996
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------------- -------------------------
<S> <C> <C>
Victor H. Blake(1)... 0/426,090 0/$4,802,034
Guy D. Hengesbaugh... 0/ 45,000 0/$ 208,350
Andrew Cook.......... 0/ 33,000 0/$ 152,790
</TABLE>
- --------
(1) Of the 426,090 securities underlying Mr. Blake's options/SARs, 85,218
pertain to stock options and 340,872 pertain to SARs. These are valued at
$394,559 and $4,407,475, respectively.

EMPLOYMENT AGREEMENTS

The Company has entered into an employment agreement, as amended, with
Victor H. Blake, pursuant to which he serves as Chairman of the Board of
Directors, President and Chief Executive Officer of the Company. The agreement
provides for an annual base salary, which is currently $575,000. In addition,
Mr. Blake is entitled to an annual non-discretionary bonus based on the
amount, if any, by which the Company's return on equity for that year exceeds
15% per annum, subject to a maximum of $855,000 (which he would receive at a
35% rate of return). In addition, Mr. Blake has been awarded 340,872 stock
appreciation rights ("SARs") with respect to Common Shares. A portion of these
SARs may become exercisable on January 1 of each of 1997, 1998 or 1999 based
upon the amount, if any, by which the Company's compound annual rate of return
exceeds 18% per annum for the entire measurement period. Once exercisable,
each SAR may be exercised on or before March 30, 2004 or, if earlier, two
years after Mr. Blake's termination of employment, for an amount equal to the
fair market

51
<PAGE>

value of a Common Share, minus the exercise price. The exercise price is equal
to $16.67 minus dividend adjustments, and is currently $10.45. The Company's
dividend policy will likely result in substantial downward adjustments to this
exercise price. See "Dividend Policy." Alternatively, at the Company's sole
discretion, the SARs will entitle Mr. Blake to either (i) the number of
special non-voting shares, par value U.S. $1.00 per share, which were issued
by LaSalle Re in connection with the formation and capitalization of LaSalle
Re (the "Special Non-Voting Shares") equal to the aggregate value of the SARs
divided by the fair market value of a Special Non-Voting Share at the exercise
date, or (ii) upon payment of the base value for each SAR, the number of
Special Non-Voting Shares equal to the number of SARs exercised. The SARs may
also become exercisable upon the occurrence of an "extraordinary transaction"
involving a change in control of the Company. The agreement also provides Mr.
Blake with certain benefits, including certain disability, pension and life
insurance benefits, use of an automobile, certain club memberships and
reimbursement of expenses incurred on a basis appropriate to an individual
holding the position of chairman of a company such as the Company. In
addition, the Company has loaned $695,000 to Mr. Blake in order to finance the
purchase of a condominium in Bermuda. See "Certain Transactions--Loan to
Executive Officer." If Mr. Blake's employment is terminated for reasons other
than cause or by constructive discharge, he is entitled to his salary until
the earlier of the expiration of the term of the agreement or his death or
breach of the non-competition agreement described below. The agreement expires
on March 31, 2000, but provides for automatic annual one-year renewals
thereafter unless notice of non-renewal is provided by either party at least
18 months prior to the expiration of the agreement.

Mr. Blake has agreed that, during the Non-Competition Period (as defined
below), he will not directly or indirectly (i) provide goods or perform
services for the benefit of any client, except with respect to goods provided
or services performed for the benefit of the Company or CNA by the Company
during the period in which Mr. Blake is employed by the Company, or (ii)
solicit, attempt to solicit, or endeavor to procure engagement, for himself or
for any business, the opportunity to provide such goods or perform services
for any person (a) to whom the Company has provided such goods or performed
such services for the benefit of the Company or CNA in the 12-month period
prior to Mr. Blake's termination date or (b) to whom, during the six-month
period prior to Mr. Blake's termination date, the Company has devoted material
efforts to obtaining as a purchaser of its goods or services. Mr. Blake has
also agreed that, during the Non-Competition Period, he will not directly or
indirectly, divert or attempt to divert any business from the Company. For
purposes of the agreement, the "Non-Competition Period" means (i) if Mr.
Blake's employment is terminated because of his permanent disability, for
cause or if Mr. Blake resigns, the period commencing on the date Mr. Blake's
employment is terminated and continuing for 24 months following such
termination date and (ii) if Mr. Blake terminates his employment following a
breach of the agreement by the Company or if Mr. Blake's employment is
otherwise terminated by the Company, the period commencing on the date Mr.
Blake's employment is terminated and continuing until the earlier to occur of
the last day of the agreement term or 24 months following the termination
date; provided that, for purposes of clause (ii), the Company may extend the
Non-Competition Period beyond the end of the agreement term to a specified
date not later than 24 months following the termination date upon continuation
of Mr. Blake's then applicable base salary.

The Company has entered into an employment agreement with Andrew Cook
pursuant to which he serves as Chief Financial Officer and Treasurer of both
Holdings and LaSalle Re. The agreement is for a three-year term and provides
for an annual base salary, which is currently $185,000. In addition, Mr. Cook
is entitled to an annual partially discretionary bonus based in part on the
Company's return on equity, subject to a maximum of $185,000. The agreement
provides Mr. Cook with certain benefits, including disability and pension
benefits, use of an automobile, club membership, housing and living allowance
and reimbursement of reasonable business expenses. The agreement also includes
a non-competition agreement that is similar to the non-competition agreement
contained in Mr. Blake's employment agreement and described above. If Mr.
Cook's employment is terminated for reasons other than cause or by
constructive discharge, he is entitled to his salary and certain other
benefits until the earlier of the expiration of the term of the agreement or
his earlier death or breach of the non-competition agreement described above.

LONG-TERM INCENTIVE PLAN

Holdings has adopted a Long-Term Incentive Plan (the "Incentive Plan"). The
Incentive Plan permits the award of stock options, SARs, restricted stock,
performance stock and performance units, and permits the

52
<PAGE>

establishment of one or more stock purchase programs. The number of Common
Shares that may be issued with respect to awards under the Incentive Plan
(including share purchase and all other types of awards) may not exceed
340,938 shares in the aggregate. The Incentive Plan is administered by the
Compensation Committee of the Board of Holdings. The Compensation Committee,
in its discretion, may make awards to (and establish stock purchase programs
for the benefit of) employees of Holdings and its subsidiaries, and other
persons providing services to those companies. The Incentive Plan permits the
grant of options to purchase Common Shares that are either incentive stock
options that satisfy the requirements of Section 422 of the Code, or non-
qualified options that are not intended to satisfy the requirements of Section
422 of the Code. SARs may be granted in tandem or otherwise in connection with
options, or may be granted as free-standing awards. Under the terms of the
Incentive Plan, options and SARs will have an exercise price that is not less
than the par value of Common Shares at the time of grant, and may be exercised
for a period of not more than ten years following the grant date. If the
holder of an option or SAR ceases to be an employee of Holdings and its
subsidiaries, and otherwise ceases to provide services to Holdings and its
subsidiaries, the holder (or his estate) will have not more than three months
to exercise any vested options and SARs, unless the holder's termination was
by reason of retirement, death or disability. In the case of retirement, the
holder will have not more than three years to exercise any options and SARs,
and in the case of termination because of death or disability, the holder will
have not more than one year to exercise any options and SARs. The Incentive
Plan permits the grant of restricted stock, the vesting of which is subject to
such conditions as may be established by the Compensation Committee. The
Incentive Plan permits the grant of performance stock, the distribution of
which is subject to achievement of such performance objectives as may be
established by the Compensation Committee. The Incentive Plan permits the
grant of performance units, which entitle the holder to receive value for the
units at the end of a performance period to the extent provided under the
award. The number of units earned, and value received for them, will be
contingent on the degree to which the performance measures established at the
time of the initial award are met. Options, SARs, restricted stock and
performance stock generally vest upon the change in control of the Company.
The Incentive Plan permits the establishment of stock purchase programs by the
Compensation Committee. Such programs may permit discount purchases of Common
Shares, and may provide that Holdings will award Common Shares matching the
Common Shares purchased by the participants (but at a matching rate that is
not greater than one matching share for each share purchased by the
participant, and matching share awards may not be made in conjunction with
discount purchases of stock). Any shares subject to an award under the
Incentive Plan that for any reason expires or is terminated without issuance
of shares shall again be available under the Incentive Plan.

EMPLOYEE STOCK PURCHASE PLAN

Holdings has adopted the LaSalle Re Holdings Limited Employee Stock Purchase
Plan (the "Stock Purchase Plan"). Under the Stock Purchase Plan, Holdings is
authorized to sell up to 150,000 Common Shares at a discount to eligible
employees of Holdings and its subsidiaries, and other persons providing
services to those companies. Offers and sales of Common Shares under the Stock
Purchase Plan will be made only in accordance with the provisions of
Regulation S under the Securities Act. The Stock Purchase Plan is administered
by the Compensation Committee. The Compensation Committee establishes
subscriptions periods during which eligible employees may authorize the
Company to make payroll deductions equal to 2%, 5%, 10%, 15%, or 20% of the
individual's salary otherwise payable during such subscription period up to
$25,000 in any calendar year ($12,500 in the period beginning July 1, 1996 and
ending December 31, 1996). On the third business day following the last
business day of such subscription period, a participant will be deemed to
purchase the number of whole Common Shares as his or her accumulated payroll
deductions for the period will purchase. The purchase price is 85% of the fair
market value of the Common Shares on the last business day of such period. Any
compensation costs resulting from the issuance of shares under the Stock
Purchase Plan will be borne by Aon and CNA. If a participant ceases to be an
eligible employee for any reason during a subscription period, all payroll
deductions accumulated during such period that have not been used to purchase
Common Shares will be paid to such participant without interest. Common Shares
sold to participants may not be sold by a participant for a period of two
years after the date on which such shares were purchased by a participant.
However, if the Compensation Committee determines that a sale by a participant
prior to the end of the two-year period is on

53
<PAGE>

account of hardship, as determined by the Compensation Committee in accordance
with the terms of the Stock Purchase Plan, the participant may sell to the
Company and the Company shall purchase from the participant prior to the end
of the two year period, the Common Shares which have been purchased by the
participant. The sale price of the Common Shares sold to the Company will be
the lesser of the fair market value of such Common Shares determined as of the
date of such sale or the price which the participant paid for such Common
Shares when the participant purchased them. None of the executive officers of
the Company are entitled to participate in the Stock Purchase Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board consists of Messrs. Pollack,
Rackley, Haviv, Africk and Schoen. No member of the Compensation Committee is
or was an officer or employee of the Company or served as a director or a
member of the compensation committee of any other company, one of whose
executive officers served as a member of the Board or a member of the
Compensation Committee of the Board.

54
<PAGE>

CERTAIN TRANSACTIONS

FORMATION AND RECAPITALIZATION

In connection with the formation and capitalization of LaSalle Re, LaSalle
Re issued options to purchase 2,336,130 Special Non-Voting Shares to Founding
Shareholders who purchased 1,500,000 or more common shares, par value $0.01
per share, of LaSalle Re (the "LaSalle Re Common Shares"), or Special Non-
Voting Shares, including options to purchase 909,000 Special Non-Voting
Shares, 454,500 Special Non-Voting Shares and 454,500 Special Non-Voting
Shares to Aon, CNA and Corporate Partners, respectively. The options are all
currently exercisable. The original exercise price of the options was $16.67,
which was equal to the fair value of LaSalle Re Common Shares at the grant
date, minus dividend adjustments. The current exercise price is $10.45. The
Company's dividend policy will likely result in substantial downward
adjustments to this exercise price. See "Dividend Policy." Because the options
were granted to certain of the Founding Shareholders and their affiliates as
an inducement to purchase stock in LaSalle Re, no compensation expense has
been recorded by LaSalle Re in connection with the options.

In connection with the formation of LaSalle Re, organizational expenses of
$600,000 were paid by LaSalle Re on behalf of Corporate Partners in respect of
legal and other organizational costs, and placement fees of $5,681,250 were
paid to Lazard Freres & Co. LLC. Lester Pollack, a director of Holdings, is
Senior Managing Director of Corporate Advisors, L.P. ("Corporate Advisors")
and a Managing Director of Lazard Freres & Co. LLC. Jonathan H. Kagan, a
director of Holdings and of LaSalle Re, is a Managing Director of Corporate
Advisors and a Managing Director of Lazard Freres & Co. LLC. A wholly owned
subsidiary of Lazard Freres & Co. LLC is the sole general partner of Corporate
Advisors, which in turn is the sole general partner of Corporate Partners,
L.P. and Corporate Offshore Partners, L.P. Corporate Advisors is also an
investment manager for The State Board Administration of Florida, which
purchased 372,198 LaSalle Re Common Shares and Special Non-Voting Shares
pursuant to its investment management agreement with Corporate Advisors.
Certain entities controlled by Lazard Freres & Co. LLC also own limited
partnership interests in Corporate Partners, L.P. and Corporate Advisors.

Immediately prior to the completion of the Company's initial public
offering, an exchange offer (the "Exchange Offer") was consummated, pursuant
to which (i) the Founding Shareholders exchanged all shares of capital stock
of LaSalle Re for Common Shares or, in certain circumstances, Exchangeable
Non-Voting Shares, (ii) those Founding Shareholders who are U.S. Persons and
who held options to purchase Special Non-Voting Shares exchanged their options
for options to purchase Exchangeable Non-Voting Shares and (iii) those
Founding Shareholders who are not U.S. Persons and who held options to
purchase Special Non-Voting Shares exchanged their options for options to
purchase Common Shares. Pursuant to the Exchange Offer, Aon, CNA, Corporate
Partners, affiliates of Blackstone (the "Blackstone Entities"), Hyatt
Minneapolis Corporation ("Hyatt") and affiliates of Thomas H. Lee Company
("Thomas H. Lee Company") exchanged an aggregate of 8,329,290 LaSalle Re
Common Shares and Special Non-Voting Shares for 8,329,290 Exchangeable Non-
Voting Shares of LaSalle Re. The Exchangeable Non-Voting Shares are
exchangeable for Common Shares on a one-for-one basis, unless the Board
determines that such exchange may cause actual or potential adverse tax
consequences to the Company or any shareholder, pursuant to a Conversion
Agreement among Holdings, LaSalle Re, and all holders of Exchangeable Non-
Voting Shares of LaSalle Re or options to acquire such shares (the "Conversion
Agreement"). Immediately following the completion of the Company's initial
public offering, LaSalle Re redeemed an aggregate of 1,392,000 LaSalle Re
Common Shares and Special Non-Voting Shares from Aon, CNA, Corporate Partners,
the Blackstone Entities, Hyatt and Thomas H. Lee Company at a price per share
that was the equivalent of the initial public offering price per Common Share
(less the underwriting discount and commissions).

UNDERWRITING SERVICES AGREEMENT

Pursuant to the Underwriting Services Agreement, CNA Bermuda provides
underwriting services and underwrites all classes of insurance and reinsurance
as agent for LaSalle Re. The Underwriting Services

55
<PAGE>

Agreement expires on December 31, 1998 with a two year extension at the option
of the Company. Until December 31, 1995, the fees for the underwriting
services were as follows: (i) 2% for the first $150 million of gross written
and collected premiums per fiscal year and 1.5% thereafter and (ii) for
periods during which the Company's loss ratio since inception of LaSalle Re
was 57% or less, subject to certain conditions, an underwriting profit
commission of 2.5% of the aggregate net underwriting profits of LaSalle Re.
Effective January 1, 1996, these fees are (i) 1.5% of gross written and
collected premiums per fiscal year and (ii) subject to the same loss ratio
test and conditions, an underwriting profit commission of 4.0% of the
aggregate net underwriting profits of LaSalle Re. The fees for underwriting
services were renegotiated in September 1995 by and approved by a vote of
directors of LaSalle Re who are not affiliated with either CNA or Aon. The
performance of CNA Bermuda and the fees paid are periodically reviewed by the
Board of Directors of LaSalle Re.

LaSalle Re accrued underwriting service fees to CNA Services of $3,081,245,
$3,411,321 and $1,465,283 for the years ended September 30, 1996 and 1995 and
the period from October 26, 1993 to September 30, 1994. In addition, the
Company incurred profit commissions to CNA Bermuda of $4,139,573, $2,186,071
and $nil for the years ended September 30, 1996 and 1995 and the period from
October 26, 1993 to September 30, 1994.

ADMINISTRATIVE SERVICES AGREEMENT

Pursuant to the Administrative Services Agreement, Aon Bermuda provides
LaSalle Re with actuarial and financial reporting, accounting, office space
and other administrative services. The Administrative Services Agreement
expires on December 31, 1998 with a two year extension at the option of the
Company. The fees for administrative services are: (i) $547,945 for 1993 (pro
rata basis), (ii) $3,000,000 for 1994, (iii) $5,000,000 for 1995 and (iv)
$7,000,000 for 1996. For periods beginning January 1, 1997, the fees for
administrative services, and for the claims administrator services currently
performed by IRISC, will be $3,300,000 per year, plus a commission of 2.75% of
the aggregate net underwriting profits of LaSalle Re, for periods during which
the Company's loss ratio is 57% or less, subject to the same conditions
applicable in the Underwriting Services Agreement. The fees for administrative
services were negotiated in September 1995 by and approved by a vote of
directors who are not affiliated with either CNA or Aon. The performance of
Aon Bermuda and the fees paid are periodically reviewed by the Board of
Directors of LaSalle Re.

INVESTMENT MANAGEMENT AGREEMENT

Pursuant to the Investment Management Agreement, Aon Advisors provides
LaSalle Re with investment management services in accordance with the
investment guidelines set by the Board of Directors of LaSalle Re. The
Investment Management Agreement expires on September 30, 1998 with a one year
extension at the option of the Company. The fees for the investment management
services are as follows: (i) 35 basis points for the first $100 million of
funds under management, (ii) 25 basis points for the next $100 million of
funds under management and (iii) 15 basis points for all funds managed in
excess of $200 million. The fees for investment management services were
reviewed in September 1995 by and reapproved by a vote of directors of LaSalle
Re who are not affiliated with either CNA or Aon. The performance of Aon
Advisors and the fees paid are periodically reviewed by the Board of Directors
of LaSalle Re. LaSalle Re paid Aon Advisors investment management fees of
$1,027,685, $986,774 and $752,348 for the years ended September 30, 1996 and
1995 and the period from October 26, 1993 to September 30, 1994.

CLAIMS AGREEMENT

Pursuant to the Claims Agreement, IRISC serves as claims administrator for
LaSalle Re. After a review in September 1995 by directors who are not
affiliated with CNA or Aon, the Company notified IRISC that it would not renew
the Claims Agreement. As a result, the Claims Agreement will terminate on
December 31, 1996. The services provided under the Claims Agreement will be
provided by Aon Bermuda for no additional charge under the Administrative
Services Agreement after December 31, 1996. The minimum fees under the Claims
Agreement are as follows: (i) $nil for 1993, (ii) $50,000 for 1994, (iii)
$52,750 for 1995 and (iv) $55,651 for 1996. The Claims Agreement also provides
for additional fees calculated on an hourly basis if services provided exceed
450 hours in a given year.

SHAREHOLDERS AGREEMENT

Pursuant to the Shareholders Agreement, certain holders of Common Shares
have the right to demand that Holdings register such shares with the
Commission for an underwritten or at the market public offering. Such

56
<PAGE>

shareholders also have the right to have their Common Shares registered in
connection with any registration of securities by Holdings. Such demand right
may be exercised at any time, subject to limitations. In connection with the
first four such registrations, Holdings is required to bear all registration
and selling expenses, other than underwriting fees and commissions. Pursuant
to the Shareholders Agreement, Holdings also is (i) prevented from engaging in
certain activities without the consent of a majority of the holders of
Exchangeable Non-Voting Shares, (ii) prevented from incurring certain
indebtedness without the consent of a majority of the holders of Common Shares
who are parties to the Shareholders Agreement and (iii) prevented from
changing the terms of the Exchangeable Non-Voting Shares (other than as
contemplated by the Conversion Agreement) without the consent of a majority of
both of (A) the outstanding Exchangeable Non-Voting Shares and (B) the Common
Shares held by certain Founding Shareholders. In addition, upon a liquidation
of LaSalle Re, holders of Exchangeable Non-Voting Shares will be contractually
obligated to the parties to the Shareholders Agreement to transfer to holders
of Common Shares such amount so as to ensure that the proceeds of the
liquidation will be shared on a pro rata basis among the holders of Common
Shares and the Exchangeable Non-Voting Shares. Additionally, LaSalle Re may
not knowingly sell reinsurance so as to generate "related person insurance
income" of 20% or more of its gross insurance income without approval of 85%
of the Board of Directors of LaSalle Re. If LaSalle Re knowingly sells
reinsurance so as to generate "related person insurance income" of 20% or more
of its gross insurance income, then any such shareholder may exercise its
registration rights regardless of the number of Common Shares it holds or, at
the option of Holdings, Holdings may repurchase such shareholder's shares for
their fair market value.

EXCESS OWNERSHIP AGREEMENT

Pursuant to an Excess Ownership Agreement dated November 27, 1995 among
LaSalle Re, Holdings and certain Founding Shareholders (the "Excess Ownership
Agreement"), each such shareholder will at the request of Holdings (i) provide
certain information on its ownership to Holdings, (ii) notify the Company of
any change in its ownership and (iii) inquire of each new partner or new 10%
owner of the shareholder if such party owns shares in the Company or any
ownership interest in any shareholder of the Company. Additionally, under
certain circumstances such Founding Shareholders will agree to dispose of all
or part of their respective shares of Holdings or to exchange them for
Exchangeable Non-Voting Shares of LaSalle Re.

REINSURANCE TRANSACTIONS WITH AON AND CNA

In the years ended September 1996 and 1995 and the period from October 26,
1993 to September 30, 1994, the Company assumed premiums totalling
approximately $24,045,470, $28,835,485 and $24,186,000, respectively, from a
ceding company related to CNA. Absent CNA's relationship with the Company,
such premiums may not have been written by the Company. In addition, during
the same periods the Company wrote premiums totalling approximately
$23,577,000, $22,057,000 and $14,163,000, respectively, through brokers
related to Aon. During the same periods, brokerage fees incurred in respect of
this business were approximately $2,357,700, $2,205,700 and $1,416,300,
respectively. The terms of these reinsurance transactions were negotiated
between the parties and the Company believes that such terms were at market
rates.

LOAN TO EXECUTIVE OFFICER

In accordance with Mr. Blake's employment agreement, the Company loaned Mr.
Blake $695,000 to purchase a condominium in Bermuda. See "Management--
Employment Agreements." The loan is secured by a mortgage on the condominium.
The Company has agreed to reimburse Mr. Blake for interest paid on the loan.
The loan is due at the time the condominium is sold or otherwise transferred
by Mr. Blake. Subject to Mr. Blake's right to purchase the condominium upon
termination of his employment, the sale of the condominium is required within
a reasonable time following termination of his employment. If Mr. Blake elects
to purchase the condominium upon termination of his employment, the principal
of, and any unpaid interest on, the loan will be due on the 50th day after the
termination date. If, as of the termination date, the fair market value of the
condominium has increased over the purchase price, Mr. Blake shall also be
required to pay the amount of the increase to the Company. If the fair market
value of the condominium has decreased to below the purchase price, the amount
due from Mr. Blake shall be reduced by the amount of the decrease.

57
<PAGE>

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Shares and Exchangeable Non-Voting Shares by (i) each
shareholder who is known by the Company to beneficially own more than 5% of
the outstanding Common Shares, (ii) each director, (iii) each executive
officer of the Company, (iv) all directors and executive officers as a group
and (v) each Selling Shareholder. Amounts set forth under the heading "Common
Shares to be Sold in the Offerings" are based on indications of interest
received by the Company of the number, if any, of Exchangeable Non-Voting
Shares that each Selling Shareholder wishes to convert into Common Shares and
the number of Common Shares that each Selling Shareholder wishes to sell. As a
result, those amounts and other amounts such as those set forth under the
heading "Ownership After Offerings" are subject to change. Unless otherwise
indicated, each such person or individual has sole voting and investment power
with respect to all such Common Shares. Amounts of less than 1% are indicated
by an asterisk.

58
<PAGE>

<TABLE>
<CAPTION>
OWNERSHIP PRIOR TO OFFERINGS OWNERSHIP AFTER OFFERINGS
------------------------------ ------------------------------
PERCENT OF PERCENT OF
TOTAL COMMON COMMON TOTAL COMMON
PERCENT SHARES AND SHARES TO PERCENT SHARES AND
NUMBER OF OF EXCHANGEABLE BE SOLD NUMBER OF OF EXCHANGEABLE
COMMON COMMON NON-VOTING IN THE COMMON COMMON NON-VOTING
NAME OF BENEFICIAL OWNER SHARES SHARES SHARES OFFERINGS SHARES SHARES SHARES
- ------------------------ --------- ------- ------------ --------- --------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Generali Worldwide
Insurance Company
Limited................ 120,000 *% *% 33,159 86,841 *% *%
Golden Sons Partners.... 60,000 * * 16,579 43,421 =* *
Leon Black Trusts....... 42,957 * * 12,630 30,327 * *
Ida Louis Company....... 300,000 2.08 1.32 82,897 217,103 1.35 *
Newton N. Minow as 54,000 * * 14,922 39,078 * *
Trustee(8).............
Thomas H. Lee 493,847 3.43 4.59 275,494 493,847 3.07 3.37
Company(9).............
Victor H. Blake(10)..... 39,054 * * 0 39,054 * *
William J. Adamson, Jr.. 1,000 * * 0 1,000 -- --
Andrew Africk........... 0 -- -- 0 0 -- --
Ivan P. Berk............ 300 * * 0 300 * *
Joseph Haviv............ 0 -- -- 0 0 -- --
Jonathan H. Kagan(3).... 911,917 6.33 12.84 0 911,917 5.67 9.45
Donald P. Koziol, Jr.... 0 -- -- 0 0 -- --
Lester Pollack(3)....... 911,917 6.33 12.84 0 911,917 5.67 9.45
Peter J. Rackley........ 0 -- -- 0 0 -- --
Scott A. Schoen(9)...... 493,847 3.43 4.59 0 493,847 3.07 3.37
Harvey G. Simons........ 0 -- -- 0 0 -- --
David A. Stockman(5).... 403,569 2.80 9.17 0 403,569 2.51 6.75
Paul J. Zepf(11)........ 912,417 6.34 12.84 0 912,417 5.68 9.45
Guy D. Hengesbaugh(12).. 10,000 * * 0 10,000 * *
Andrew Cook(13)......... 7,600 * * 0 7,600 * *
All directors and
executive officers as a
group (15 persons)(14). 1,867,787 12.94 26.82 0 1,867,787 11.60 20.77
</TABLE>
- --------
* Less than 1%.
(1) Of these shares, 50% are owned by each of Combined Insurance Company of
America and Virginia Surety Company, Inc., which are the registered
shareholders of the Common Shares and wholly owned subsidiaries of Aon.
Excludes options to purchase 909,000 Exchangeable Non-Voting Shares.
(2) All of these shares are owned by Continental Casualty Company, the
registered shareholder of the Common Shares and a wholly owned subsidiary
of CNA Financial Corporation. At December 31, 1995, approximately 84% of
the outstanding voting securities of CNA Financial Corporation were owned
by Loews Corporation. Excludes options to purchase 454,500 Exchangeable
Non-Voting Shares.
(3) Of these shares, 85%, 6% and 9% are owned by Corporate Partners, L.P.,
Corporate Offshore Partners, L.P. and the State Board Administration of
Florida ("SBA"), respectively, which are the registered shareholders of
the Common Shares. Corporate Advisors, as the general partner of Corporate
Partners, L.P. and Corporate Offshore Partners, L.P., has sole voting and
investment power as to the shares held by them. Corporate Advisors serves
as investment manager over a certain investment management account for SBA

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and has sole voting and dispositive power with respect to the Common Shares
held by SBA. All shares listed in the table as being beneficially owned by
Messrs. Pollack and Kagan are beneficially owned by Corporate Advisors. Mr.
Pollack may be deemed to share voting and investment power over such shares
as the Chairman and Treasurer and as a Director of LFCP Corp. and Senior
Managing Director of Corporate Advisors. Mr. Kagan may be deemed to share
voting and investment power over such shares as the President of LFCP Corp.
and Managing Director of Corporate Advisors. LFCP Corp. is the sole general
partner of Corporate Advisors and a wholly owned subsidiary of Lazard
Freres & Co. llc. Mr. Pollack and Mr. Kagan are both Managing Directors of
Lazard Freres & Co. llc. Each of Messrs. Pollack and Kagan disclaims
beneficial ownership of such shares. Excludes options to purchase 454,500
Exchangeable Non-Voting Shares.

(4) Apollo LS Holdings LDC is a subsidiary of AIF II, L.P. Apollo Capital
Management, Inc. is the general partner of the managing general partner of
AIF II, L.P. Leon E. Black and John J. Hannan are the directors of Apollo
Capital Management, Inc. Each of Messrs. Black and Hannan disclaims
beneficial ownership of such Common Shares. Excludes options to purchase
68,175 Common Shares.

(5) Of these shares, 71%, 22% and 7% are owned by Blackstone LR Capital
Partners L.P., Blackstone LR Offshore Capital Partners, L.P., and
Blackstone Family Investment Partnership (Cayman) L.P., respectively,
which are the registered shareholders of the Common Shares. Mr. Stockman
has an interest in the general partner of each of the Blackstone Entities
and may be deemed to share voting and investment power with respect to all
of such Common Shares. The general partner of the general partner of the
Blackstone Entities is owned and controlled by Peter G. Peterson and
Stephen A. Schwarzman, each of whom have voting and investment power over
the Common Shares held or controlled by the Blackstone Entities. Each of
Messrs. Peterson, Schwarzman and Stockman disclaims beneficial ownership
of such Common Shares. Excludes options to purchase 136,350 Exchangeable
Non-Voting Shares.

(6) FIMA Finance Management Inc. (BVI) is a wholly-owned subsidiary of EXOR
Group S.A., a publicly traded corporation incorporated in Luxembourg.
Excludes options to purchase 68,175 Common Shares.

(7) Of these shares, 60% and 40% are owned by Strome Offshore Limited and
Strome Partners, L.P., respectively. SSCO, Inc. is the general partner of
the general partner of Strome Partners, L.P. and the general partner of
the investment advisor to Strome Offshore Limited. SSCO, Inc. is
controlled by Mark Strome. Mr. Strome disclaims beneficial ownership of
such Common Shares. Excludes options to purchase 68,175 Exchangeable Non-
Voting Shares.

(8) Of these shares, 56% and 44% are registered in the name of the 1987 JIH
Descendants Trust #3 and the JJ 1994 Trust, respectively, each of which
are for the benefit of one or more descendants of J. Ira Harris. Mr.
Harris is a Managing Director of Lazard Freres & Co. LLC.

(9) Of these shares, 82% and 18% are owned by Thomas H. Lee Equity Partners
and THL-CCI Investors Limited Partnership, respectively, which are the
registered shareholders of the Common Shares. Mr. Schoen is an employee of
Thomas H. Lee Company, which is an affiliate of Thomas H. Lee Equity
Partners and THL-CCI Investors Limited Partnership and may be deemed to
share voting and investment power with respect to all of such Common
Shares. Mr. Schoen disclaims beneficial ownership of such Common Shares.
Excludes options to purchase 68,175 Exchangeable Non-Voting Shares.

(10) Includes options to purchase 17,044 Common Shares.

(11) Of these 912,417 shares, 911,917 are owned by Corporate Partners, L.P.,
Corporate Offshore Partners, L.P. and SBA. Corporate Advisors, as the
general partner of Corporate Partners, L.P. and Corporate Offshore
Partners, L.P., has sole voting and investment power as to the shares
held by them. Corporate Advisors serves as investment manager over a
certain investment management account for SBA and has sole voting and
dispositive power with respect to the Common Shares held by SBA. Mr. Zepf
may be deemed to share voting and investment power over such shares as a
Principal of Corporate Advisors. Mr. Zepf disclaims beneficial ownership
of such shares. Excludes options to purchase 454,500 Exchangeable Non-
Voting Shares.

(12) Includes options to purchase 9,000 Common Shares.

(13) includes options to purchase 6,600 Common Shares.

(14) Includes options to purchase 32,644 Common Shares.

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DESCRIPTION OF CAPITAL STOCK

CAPITAL STOCK OF HOLDINGS

The following description of the capital stock of Holdings summarizes
certain provisions of the Memorandum of Association of Holdings and the Bye-
Laws. Such summaries do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all of the provisions of the
Memorandum of Association of Holdings and the Bye-Laws. Copies of the
Memorandum of Association of Holdings and the Bye-Laws are filed as an exhibit
to the Registration Statement of which this Prospectus is a part.

General. The authorized share capital of Holdings consists of: (i)
100,000,000 Common Shares, of which 16,070,229 Common Shares will be
outstanding upon consummation of the Offerings and (ii) preferred shares, par
value $1.00 per share, none of which have been authorized for issuance and
none of which are outstanding.

Common Shares. Holders of Common Shares are entitled to one vote for each
Common Share held on all matters submitted to a vote on a poll of such holders
and do not have any cumulative voting rights. Most matters to be approved by
holders of Common Shares require approval by a simple majority vote. The
holders of 75% of the Common Shares present in person or by proxy at a meeting
and voting thereon must generally approve a merger or amalgamation with
another company. Holders of Common Shares have no pre-emptive, redemption,
conversion or sinking fund rights. In the event of a liquidation, dissolution
or winding-up of Holdings, the holders of Common Shares are entitled to share
equally and ratably in the assets of Holdings, if any, remaining after the
payment of all debts and liabilities of Holdings and the liquidation
preference of any outstanding Preferred Shares. Upon completion of the
Offerings, all outstanding Common Shares will be fully paid and nonassessable.

Any transfer of Common Shares that results in a shareholder (other than a
mutual fund) beneficially holding Common Shares equaling 5% or more of the
voting power of Holdings or any shareholder holding "Controlled Shares" in
excess of 9.9% of the voting power of Holdings, in each case without the
Board's prior approval, shall not be registered in the share register of
Holdings and shall be void and of no effect. "Controlled Shares" means (i) all
shares of Holdings directly, indirectly or constructively owned by any person
within the meaning of Section 958 of the Code and (ii) all shares of Holdings
directly, indirectly or beneficially owned by such person within the meaning
of Section 13(d) of the Exchange Act (including any shares owned by a group of
persons as so defined and including any shares that would otherwise be
excluded by the provisions of Section 13(d)(6) of the Exchange Act). This
restriction is a limitation on ownership and does not preclude the exercise of
proxies by management or others. In addition, the Board has absolute
discretion to decline to register a transfer of Common Shares unless a
registration statement under the Securities Act is in effect with respect to
such Common Shares or a written opinion from counsel acceptable to the
directors is obtained to the effect that such registration is not required.
See "Risk Factors--Anti-Takeover Considerations."

Preferred Shares. Pursuant to the Bye-Laws and Bermuda law, the Board by
resolution may issue preferred shares having such number of shares,
designations, relative voting rights, dividend rates, liquidation and other
rights, preferences and limitations as may be fixed by the Board without the
approval of the shareholders of Holdings. Such powers, rights, preferences and
limitations as may be established could have the effect of discouraging an
attempt to obtain control of the Company.

Bye-Laws. The Bye-Laws provide for the corporate governance of Holdings,
including the establishment of share rights, modification of such rights,
issuance of share certificates, imposition of a lien over shares in respect of
unpaid amounts on those shares, calls on shares which are not fully paid,
forfeiture of shares, the transfer of shares, alterations to capital, the
calling and conduct of general meetings, proxies, the appointment and removal
of directors, conduct and powers of directors, the payment of dividends, the
appointment of an auditor and the winding-up of Holdings.

The Bye-Laws provide that the Board shall be divided into three classes that
are elected for staggered three-year terms. Shareholders may only remove a
director for cause prior to the expiration of such director's term at a
special meeting of shareholders at which a majority of the holders of shares
present and voting in favor of such action.

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The Bye-Laws also provide that if the Board in its absolute discretion
determines that share ownership by any shareholder may result in adverse tax,
regulatory or legal consequences to Holdings, any of its subsidiaries or any
other shareholder, then Holdings will have the option, but not the obligation,
to repurchase all or part of the shares held by such shareholder to the extent
the Board determines it is necessary or advisable to avoid such adverse or
potential adverse consequences. The price to be paid for such shares will be
the fair market value of such shares.

CAPITAL STOCK OF LASALLE RE

The following description of the capital stock of LaSalle Re summarizes
certain provisions of the Memorandum of Association and the Bye-Laws of
LaSalle Re. Such summaries do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the Memorandum of Association and the Bye-Laws of LaSalle Re.

General. The authorized share capital of LaSalle Re consists of: (i) LaSalle
Re Common Shares, of which 14,397,720 LaSalle Re Common Shares are currently
outstanding, (ii) Exchangeable Non-Voting Shares, of which 8,329,290 are
currently outstanding and (iii) preferred shares, par value $1.00 per share
(the "LaSalle Re Preferred Shares"), none of which are outstanding.

Common Shares. Holders of LaSalle Re Common Shares are entitled to one vote
per share on all matters submitted to a vote of holders of LaSalle Re Common
Shares and do not have any cumulative voting rights. Most matters to be
approved by holders of LaSalle Re Common Shares require approval by a simple
majority vote. The holders of 75% of the LaSalle Re Common Shares present in
person or by proxy at a meeting and voting thereon must generally approve a
merger or amalgamation with another company. Holders of LaSalle Re Common
Shares have no pre-emptive, redemption, conversion or sinking fund rights. In
the event of a liquidation, dissolution or winding-up of LaSalle Re, the
holders of LaSalle Re Common Shares are entitled to share equally and ratably
in the assets of LaSalle Re, if any, remaining after the payment of all debts
and liabilities of LaSalle Re and the liquidation preference of any
outstanding preferred shares of LaSalle Re. There is no restriction on the
transfer or voting power of LaSalle Re Common Shares other than (i) the
discretion of the Board of Directors of LaSalle Re to decline to register a
transfer of LaSalle Re Common Shares unless a registration statement under the
Securities Act is in effect with respect to such LaSalle Re Common Shares or a
written opinion from counsel acceptable to the directors is obtained to the
effect that such registration is not required and (ii) as otherwise restricted
under Bermuda law.

Exchangeable Non-Voting Shares. The Exchangeable Non-Voting Shares shall at
all times rank, as to the assets, dividends and in all other respects, on a
parity with LaSalle Re Common Shares, except that Exchangeable Non-Voting
Shares shall not have the right to vote on any matters except as required by
Bermuda law and except as provided in the Shareholders Agreement. The
Exchangeable Non-Voting Shares are exchangeable for Common Shares of Holdings
on a one-for-one basis, unless the Board determines that such exchange may
cause actual or potential adverse tax consequences to the Company or any
shareholder, pursuant to the Conversion Agreement. Upon a liquidation of
LaSalle Re, holders of Exchangeable Non-Voting Shares will be contractually
obligated to the parties to the Shareholders Agreement to transfer to holders
of Common Shares such amount so as to ensure that the proceeds of the
liquidation will be shared on a pro rata basis among the holders of Common
Shares and the Exchangeable Non-Voting Shares.

Preferred Shares. Pursuant to the Bye-Laws of LaSalle Re and Bermuda law,
the Board of Directors of LaSalle Re by resolution may issue preferred shares
having such number of shares, designations, relative voting rights, dividend
rates, liquidation and other rights, preferences and limitations as may be
fixed by the Board of Directors of LaSalle Re without the approval of the
shareholders of LaSalle Re. In connection with the Company's credit facility,
LaSalle Re has authorized the issuance of up to $100 million of LaSalle Re
Preferred Shares and concurrently entered into a subscription agreement dated
as of December 1, 1995 with Holdings, pursuant to which Holdings agreed to
subscribe from time to time for LaSalle Re Preferred Shares at a price of $25
per share, for a period of five years ending on December 1, 2000. Holders of
the LaSalle Re Preferred Shares are, among other things, entitled to
preferential dividend rates and distribution rights upon liquidation or
dissolution of LaSalle Re and to notice of shareholder meetings.

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TRANSFER AGENT

The Company's registrar and transfer agent for the Common Shares is First
Chicago Trust Company of New York.

DIFFERENCES IN CORPORATE LAW

The Companies Act 1981 of Bermuda (the "Act") differs in certain material
respects from laws generally applicable to United States corporations and
their shareholders. Set forth below is a summary of certain significant
provisions of the Act (including modifications adopted pursuant to the Bye-
Laws) applicable to the Company, which differ in certain respects from
provisions of Delaware corporate law. The following statements are summaries,
and do not purport to deal with all aspects of Bermuda law that may be
relevant to the Company and its shareholders.

Interested Directors. The Bye-Laws provide that any transaction entered into
by the Company in which a director has an interest is not voidable by the
Company nor can such director be liable to the Company for any profit realized
pursuant to such transaction provided the nature of the interest is disclosed
at the first opportunity at a meeting of directors, or in writing to the
directors. Under Delaware law, such transaction would not be voidable if (i)
the material facts as to such interested director's relationship or interests
are disclosed or are known to the board of directors and the board in good
faith authorizes the transaction by the affirmative vote of a majority of the
disinterested directors, (ii) such material facts are disclosed or are known
to the stockholders entitled to vote on such transaction and the transaction
is specifically approved in good faith by vote of the stockholders or (iii)
the transaction is fair as to the corporation as of the time it is authorized,
approved or ratified. Under Delaware law, such interested director could be
held liable for any transaction for which such director derived an improper
personal benefit.

Mergers and Similar Arrangements. The Company may acquire the business of
another Bermuda exempted company or a company incorporated outside Bermuda and
carry on such business when it is within the objects of its Memorandum of
Association. The Company may also amalgamate with another Bermuda company or
with a body incorporated outside Bermuda. In the case of an amalgamation, a
shareholder may apply to a Bermuda court for a proper valuation of such
shareholder's shares if such shareholder is not satisfied that fair value has
been paid for such shares. The court ordinarily would not set aside the
transaction on that ground absent evidence of fraud or bad faith. Under
Delaware law, with certain exceptions, any merger, consolidation or sale of
all or substantially all the assets of a corporation must be approved by the
board of directors and a majority of the outstanding shares entitled to vote.
Under Delaware law, a stockholder of a corporation participating in certain
major corporate transactions may, under varying circumstances, be entitled to
appraisal rights pursuant to which such stockholder may receive cash in the
amount of the fair market value of the shares held by such stockholder (as
determined by a court or by agreement of the corporation and the stockholder)
in lieu of the consideration such stockholder would otherwise receive in the
transaction. Delaware law does not provide stockholders of a corporation with
voting or appraisal rights when the corporation acquires another business
through the issuance of its stock or other consideration (i) in exchange for
the assets of the business to be acquired, (ii) in exchange for the
outstanding stock of the corporation to be acquired or (iii) in a merger of
the corporation to be acquired with a subsidiary of the acquiring corporation.

Takeovers. Bermuda law provides that where an offer is made for shares of
another company and, within four months of the offer, the holders of not less
than 90% of the shares which are the subject of the offer accept, the offeror
may by notice require the nontendering shareholders to transfer their shares
on the terms of the offer. Dissenting shareholders may apply to the court
within one month of the notice objecting to the transfer. The burden is on the
dissenting shareholders to show that the court should exercise its discretion
to enjoin the required transfer, which the court will be unlikely to do unless
there is evidence of fraud or bad faith or collusion between the offeror and
the holders of the shares who have accepted the offer as a means of unfairly
forcing out minority shareholders. Delaware law provides that a parent
corporation, by resolution of its board of directors and without any
shareholder vote, may merge with any 90% or more owned subsidiary. Upon any
such merger, dissenting stockholders of the subsidiary would have appraisal
rights.

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Shareholder's Suit. The rights of shareholders under Bermuda law are not as
extensive as the rights of shareholders under legislation or judicial
precedent in many United States jurisdictions. Class actions and derivative
actions are generally not available to shareholders under the laws of Bermuda.
However, the Bermuda courts ordinarily would be expected to follow English
case law precedent, which would permit a shareholder to commence an action in
the name of the Company to remedy a wrong done to the Company where the act
complained of is alleged to be beyond the corporate power of the Company or is
illegal or would result in the violation of its Memorandum of Association or
the Bye-Laws. Furthermore, consideration would be given by the court to acts
that are alleged to constitute a fraud against the minority shareholders or
where an act requires the approval of a greater percentage of the Company's
shareholders than actually approved it. The winning party in such an action
generally would be able to recover a portion of attorneys' fees incurred in
connection with such action. Class actions and derivative actions generally
are available to stockholders under Delaware law for, among other things,
breach of fiduciary duty, corporate waste and actions not taken in accordance
with applicable law. In such actions, the court has discretion to permit the
winning party to recover attorneys' fees incurred in connection with such
action.

Indemnification of Directors. The Company may indemnify its directors or
officers in their capacity as such in respect of any loss arising or liability
attaching to them by virtue of any rule of law in respect of any negligence,
default, breach of duty or breach of trust of which a director or officer may
be guilty in relation to the Company other than in respect of his own fraud or
dishonesty. Under Delaware law, a corporation may adopt a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for breaches of the director's duty of loyalty, for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, for improper payment of dividends or for any
transaction from which the director derived an improper personal benefit.
Delaware law has provisions and limitations similar to Bermuda regarding
indemnification by a corporation of its directors or officers, except that
under Delaware law the statutory rights to indemnification may not be as
limited.

Inspection of Corporate Records. Members of the general public have the
right to inspect the public documents of the Company available at the office
of the Registrar of Companies in Bermuda, which will include the Memorandum of
Association (including its objects and powers) and any alteration to the
Memorandum of Association and documents relating to any increase or reduction
of authorized capital. The shareholders have the additional right to inspect
the Bye-Laws, minutes of general meetings and audited financial statements of
the Company, which must be presented to the annual general meeting of
shareholders. The register of shareholders of the Company is also open to
inspection by shareholders without charge, and to members of the public for a
fee. The Company is required to maintain its share register in Bermuda but may
establish a branch register outside Bermuda. The Company is required to keep
at its registered office a register of its directors and officers which is
open for inspection by members of the public without charge. Bermuda law does
not, however, provide a general right for shareholders to inspect or obtain
copies of any other corporate records. Delaware law permits any shareholder to
inspect or obtain copies of a corporation's shareholder list and its other
books and records for any purpose reasonably related to such person's interest
as a shareholder. Delaware law does not permit inspection by the public of the
register of shareholders.

SHARES ELIGIBLE FOR FUTURE SALE

No predictions can be made as to the effect, if any, that future sales of
Common Shares, or the availability of such Common Shares for future sale, will
have on the market price of the Common Shares prevailing from time to time.
Sales of substantial amounts of Common Shares in the public markets following
the Offerings, or the perception that such sales could occur, could adversely
affect prevailing market prices and the Company's ability to raise additional
equity capital at a desirable time and price.

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The Common Shares sold in the Offerings and 4,312,500 currently outstanding
Common Shares will be freely tradeable without restriction or further
registration under the Securities Act by persons other than "affiliates" of
the Company within the meaning of Rule 144 promulgated under the Securities
Act. The remaining outstanding Common Shares will be "restricted" securities
within the meaning of Rule 144 promulgated under the Securities Act and may
not be resold in the absence of registration under the Securities Act or
pursuant to an exemption from such registration.

Rule 144 promulgated under the Securities Act provides such an exemption for
resales of securities under certain circumstances. Under Rule 144, as
currently in effect, a person (or persons whose shares are aggregated) who
beneficially owns "restricted" shares that have been issued and not held by an
affiliate of the Company for at least two years from the time the shares were
fully paid for will be entitled to sell in "brokers' transactions" or to
market makers, within any three-month period, a number of shares that does not
exceed the greater of (i) 1% of the shares then outstanding or (ii) the
average weekly trading volume of the shares on all national securities
exchanges and/or the Nasdaq National Market during the four calendar weeks
preceding such sale. Sales under Rule 144 are also subject to certain notice
requirements and the availability of current public information about the
Company. Restricted shares held for three years by a person who is not, at the
time of sale and has not been at any time within three months prior thereto,
an affiliate of the Company may be sold without regard to the volume
limitations or manner of sale restrictions under Rule 144. The foregoing
summary of Rule 144 is not intended to be a complete description thereof. The
Company is seeking a no-action letter from the Commission permitting (a) the
Founding Shareholders to tack their pre-Exchange Offer holding period for
LaSalle Re Common Shares, and options therefor, to their holding period for
Common Shares or Exchangeable Non-Voting Shares, and options therefor,
received in, or in connection with, the Exchange Offer and (b) holders of
Exchangeable Non-Voting Shares received in the Exchange Offer, or upon the
exercise of options, to tack their holding period for such shares or options
to Common Shares that they may subsequently receive in an exchange permitted
by the Board. If the Commission provides a favorable no-action response with
respect to Common Shares and options therefor issued in, or in connection
with, the Exchange Offer, (w) all such Common Shares owned by the Founding
Shareholders immediately following the completion of the Company's initial
public offering will be available for resale under Rule 144 upon the
expiration of the lock-up period described below and (x) all Common Shares
directly issuable upon exercise of options will be available for immediate
resale upon issuance thereof upon expiration of the lock-up period described
below. If the Commission provides a favorable response both with respect to
(y) Exchangeable Non-Voting Shares issued in the Exchange Offer, or upon the
exercise of options, and (z) Common Shares issued in the future upon a
permitted exchange of Exchangeable Non-Voting Shares issued in the Exchange
Offer, or upon exercise of options, all Common Shares which may be issued upon
an exchange of Exchangeable Non-Voting Shares (including such shares issuable
upon the exercise of options) will be eligible for immediate resale under Rule
144 at such time they are exchanged (although a new holding period might
subsequently be commenced by a transfer of the underlying Exchangeable Non-
Voting Shares or options to an unaffiliated third party by a Founding
Shareholder who is an affiliate of the Company). If the Commission does not
permit such tacking, Common Shares issued to the Founding Shareholders
pursuant to the Exchange Offer and Common Shares issued to the Founding
Shareholders in exchange for Exchangeable Non-Voting shares that were issued
in the Exchange Offer or upon exercise of options will have to be held for the
applicable holding period before being eligible for resale under Rule 144.

The Founding Shareholders and Mr. Blake have been granted certain rights
pursuant to the Shareholders Agreement to cause the Company to register Common
Shares held by them under the Securities Act. See "Certain Transactions--
Shareholders Agreement."

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stock purchase plans and grant options pursuant to stock option plans and (ii)
the Selling Shareholders may sell shares subject to the U.S. Underwriters'
over-allotment option and shares repurchased by the Company pursuant to the
Company's capital management strategy and may transfer shares as bona fide
gifts and pledge shares so long as the donees or pledgees, as the case may be,
agree in writing with the Underwriters to be bound by the terms of such
agreement. See "Business--Capital Management Strategy," "Management--Long-Term
Incentive Plan" and "Management--Employee Stock Purchase Plan."

CERTAIN TAX CONSIDERATIONS

The following summary of taxation of Holdings, LaSalle Re, LaSalle Re
Services and LaSalle Re Capital and the taxation of shareholders of the
Company is based upon current law. The following discussion is a summary of
the principal Bermuda, United Kingdom and U.S. federal income tax consequences
of the ownership and disposition of Holdings' Common Shares. The summary does
not purport to be a complete analysis of all of the tax considerations that
may be applicable to a decision to acquire Common Shares of Holdings and,
unless explicitly noted to the contrary, deals only with investors who are
U.S. Persons (as defined below) who will hold the Common Shares as "capital
assets" within the meaning of Section 1221 of the Internal Revenue Code of
1986, as amended (the "Code"); provided, however, that except as explicitly
provided below, the summary does not apply to a U.S. 10% shareholder (as
defined below) of Holdings or LaSalle Re. The tax treatment of any particular
shareholder may vary depending on such shareholder's particular tax situation
or status. Consequently, each prospective shareholder is urged to consult his
or its own tax advisors as to the particular tax consequences of the Offerings
to such shareholder, including the effect and applicability of federal, state,
local and foreign income and other tax laws. Legislative, judicial or
administrative changes may be forthcoming that could affect this summary.

As used herein, the term "U.S. Person" means a citizen or resident of the
United States; a corporation, partnership, or other entity created or
organized in the United States or under the laws of the United States or of
any political subdivision thereof; an estate whose income is includible in
gross income for United States Federal income tax purposes regardless of its
source; or a "United States Trust." A United States Trust is (a) for taxable
years beginning after December 31, 1996, or if the trustee of a trust elects
to apply the following definition to an earlier taxable year, any trust if,
and only if, (i) a court within the United States is able to exercise primary
supervision over the administration of the trust and (ii) one or more U.S.
trustees have the authority to control all substantial decisions of the trust,
and (b) for all other taxable years, any trust whose income is includible in
gross income for United States Federal income tax purposes regardless of its
source. A U.S. Person who holds Common Shares or shares of LaSalle Re as
"capital assets" within the meaning of section 1221 of the Code will be
referred to herein as a "U.S. Holder."

Statements made below as to Bermuda tax law are based on the opinion of
Conyers, Dill & Pearman, Bermuda counsel to the Company as to such tax laws
(subject to the qualifications and assumptions set forth in such opinion).
Statements below as to the United Kingdom tax law are based on the opinion of
Clyde & Co., U.K. counsel to the Company as to such tax laws (subject to the
qualifications and assumptions set forth in such opinion). Statements made
below as to United States federal income tax law are based upon the opinion of
Mayer, Brown & Platt, United States counsel to the Company as to such tax laws
(subject to the qualifications and assumptions set forth in such statements).
The statements as to the Company's beliefs and conclusions as to the
application of such tax laws to the Company represent the views of the
Company's management as to the application of such laws and do not represent
legal opinions of the Company or its counsel.

TAXATION OF THE COMPANY AND ITS SUBSIDIARIES

Bermuda

Under current Bermuda law, there is no income tax or capital gains tax
payable by Holdings, LaSalle Re or LaSalle Re Capital. Holdings, LaSalle Re
and LaSalle Re Capital have received from the Bermuda Minister of Finance an
assurance under The Exempted Undertakings Tax Protection Act, 1966 of Bermuda,
to the effect that

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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 Holdings, to LaSalle
Re, to LaSalle Re Capital, or to any of their operations or their shares,
debentures or other obligations, until March 28, 2016. This assurance is
subject to the proviso that it is not construed so as to prevent the
application of any tax or duty to such persons as are ordinarily resident in
Bermuda (Holdings, LaSalle Re and LaSalle Re Capital are not so currently
affected) or to prevent the application of any tax payable in accordance with
the provisions of The Land Tax Act 1967 of Bermuda or otherwise payable in
relation to any property leased to Holdings or LaSalle Re. Holdings and LaSalle
Re, under current rates, each pay annual Bermuda government fees of $1,380 and
$15,000, respectively, and LaSalle Re currently pays annual insurance fees of
$1,100. In addition, all entities employing individuals in Bermuda are required
to pay a payroll tax to the Bermuda government.

United Kingdom

LaSalle Re Services is subject to tax in the United Kingdom on its income.
However, the Company believes that the taxable income of LaSalle Re Services
will be modest, and that its tax liability is and will continue to be small.
LaSalle Re Capital may become a corporate member of a Lloyd's syndicate. If
LaSalle Re Capital does become such a member, U.K. corporation tax will be
payable on any profits and gains, net of deductible expenditure, deriving from
its participation in any Lloyd's syndicates. As a member of such syndicates,
LaSalle Re Capital will also be required to charge and account to the U.K.
Inland Revenue for value added tax on chargeable supplies of services. The
Company believes that the activities of LaSalle Re Services and LaSalle Re
Capital will not cause LaSalle Re or Holdings to be subject to United Kingdom
tax on any portion of their net income.

United States

In general, under current U.S. tax rules and regulations, a foreign
corporation is subject to U.S. federal income tax on its taxable income that is
treated as effectively connected to its conduct of a trade or business within
the U.S. and to the U.S. branch profits tax on its effectively connected
earnings and profits (with certain adjustments) deemed repatriated out of the
United States. However, pursuant to most U.S. income tax treaties, a foreign
corporation is subject to the U.S. federal income tax on its business profits
only if it is engaged in the conduct of a trade or business in the U.S. through
a permanent establishment located therein. The U.S. has entered into a treaty
with Bermuda (the "Bermuda Treaty"). Pursuant to the Bermuda Treaty business
profits earned by residents of Bermuda may be taxed in the United States only
if such profits are attributable to the conduct of a trade or business carried
on through a permanent establishment in the United States; however, the
permanent establishment provision of the Bermuda Treaty applies only to the
business profits of an enterprise of insurance and a Bermuda resident will be
entitled to the benefits of the Bermuda Treaty only if (i) 50% or more of its
equity is beneficially owned, directly or indirectly, by Bermuda residents or
U.S. citizens or residents and (ii) its income is not used in substantial part,
directly or indirectly, to make disproportionate distributions to, or to meet
certain liabilities to, persons who are not Bermuda residents or U.S. citizens
or residents (the "Bermuda Treaty Benefits Test"). For purposes of the Bermuda
Treaty, a permanent establishment generally is defined to include a branch,
office or other fixed place of business through which the business of the
enterprise is carried on, or an agent (other than an agent of independent
status acting in the ordinary course of its business) that has, and habitually
exercises in the U.S., authority to conclude contracts in the name of the
corporation.

It is the opinion of the Company's United States counsel that, based on
representations made by Holdings and LaSalle Re regarding their activities with
respect to the United States, Holdings and LaSalle Re should not be subject to
U.S. federal net income tax imposed on their business income. It is anticipated
that Holdings and LaSalle Re will operate in the future so as not to be engaged
in the conduct of a trade or business in the U.S. However, as there are no
definitive standards provided by the Code, regulations or court decisions as to
those activities that constitute being engaged in the conduct of a trade or
business within the United States, and as the determination is essentially
factual in nature, there can be no assurance that the IRS will not contend
successfully that Holdings and/or LaSalle Re is engaged in a trade or business
in the United States. If Holdings and/or LaSalle Re were deemed to be so
engaged, that entity would be subject to U.S. income tax, as well as the branch
profits tax, on its income which is treated as effectively connected with the
conduct of that trade or business unless the entity is entitled to relief under
the permanent establishment provision of the Bermuda Treaty, as discussed
below.

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It is uncertain whether LaSalle Re will be entitled to relief under the
permanent establishment provisions of the Bermuda Treaty upon completion of
this offering or at any time thereafter as it cannot be predicted whether
LaSalle Re would satisfy the Bermuda Treaty Benefits Test. No regulations
interpreting the Bermuda Treaty have been issued. However, as stated above,
while there can be no assurances, the Company believes that LaSalle Re will
not be engaged in the conduct of a U.S. trade or business and, in any event,
the Company does not believe that LaSalle Re will have a permanent
establishment in the United States.

If the Company or LaSalle Re is subject to U.S. federal income tax, that
entity would be taxed at regular corporate rates on all of its income that is
effectively connected with the conduct of its U.S. business (or, in the case
of LaSalle Re, all of its income attributable to its U.S. permanent
establishment if LaSalle Re is entitled to the benefits of the Bermuda
Treaty). In addition, the Company or LaSalle Re would be subject to the branch
profits tax. Such income tax, if imposed, would be based on effectively
connected income computed in a manner generally analogous to that applied to
the income of a domestic corporation, except that a foreign corporation can
anticipate an allowance of deductions and credits only if it files a United
States income tax return. Penalties may be assessed for failure to file tax
returns. Holdings and LaSalle Re intend to file protective U.S. income tax
returns on a timely basis in order to preserve their right to claim tax
deductions and credits if either company subsequently is determined to be
subject to U.S. tax on a net basis. The highest marginal federal income tax
rates currently are 35% for a corporation's effectively connected income and
30% for the "branch profits" tax. If LaSalle Re were deemed to be engaged in
business in the United States but did not have a permanent establishment in
the United States within the meaning of the Bermuda Treaty and LaSalle Re
qualified for Bermuda Treaty benefits, there is an argument that premium
income of LaSalle Re would be exempt from U.S. tax but that its investment
income effectively connected with its U.S. business would be subject to U.S.
tax on a net basis, and that the branch profits tax may be applicable to that
investment income.

LaSalle Re Capital may become a corporate member of a Lloyd's syndicate. If
it does become such a member, it will become subject to a Closing Agreement
between Lloyd's and the IRS and will be treated as engaged in business in the
U.S. and will become subject to U.S. corporate income tax on its net income
from U.S. sources.

Foreign corporations not engaged in a trade or business in the United
States, as well as foreign corporations engaged in the conduct of a U.S. trade
or business but only with respect to their income that is not effectively
connected with such trade or business, are nonetheless subject to U.S. income
tax on certain "fixed or determinable annual or periodical gains, profits and
income" (such as dividends and certain interest on investments) derived from
sources within the United States. Such tax generally is imposed at a rate of
30% on the gross income subject to the tax, but the rate may be reduced by
applicable treaties, and the tax is eliminated with respect to certain types
of U.S. source income, such as portfolio interest.

The United States also imposes an excise tax on insurance and reinsurance
premiums paid to foreign insurers or reinsurers with respect to risks located
in the United States. The rates of tax applicable to premiums paid to LaSalle
Re are 4% for casualty insurance premiums and 1% for reinsurance premiums.

The Treasury Department has recently announced proposals that would
significantly affect the taxation of companies that enter into insurance or
reinsurance contracts with certain affiliated companies. These proposals, if
enacted into law, might significantly affect the taxation of the Company.
However, these proposals have not been introduced in Congress as legislation
and it is impossible to predict whether, or in what form, such legislation
will be enacted and the effect, if any, of legislation that might be enacted
on the taxation of the Company.

TAXATION OF SHAREHOLDERS

Bermuda Taxation

Currently, there is no Bermuda withholding tax on dividends paid by the
Company.

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United States Taxation of U.S. and Non-U.S. Shareholders

Taxation of Dividends. Subject to the discussion below relating to the
potential application of the "controlled foreign corporation" and "passive
foreign investment company" rules, cash distributions made with respect to
Common Shares will constitute dividends for U.S. federal income tax purposes
to the extent paid out of current or accumulated earnings and profits of
Holdings. U.S. Holders generally will be subject to U.S. federal income tax on
the receipt of such dividends. Generally, such dividends will not be eligible
for the dividends received deduction. To the extent that a distribution
exceeds earnings and profits, it will be treated first as a return of the U.S.
Holder's basis to the extent thereof, and then as gain from the sale of a
capital asset.

Possible Classification of the Company as a Controlled Foreign Corporation.
Under section 951(a) of the Code, each "U.S. 10% shareholder" (as defined
below) that, on the last day of the foreign corporation's taxable year, owns,
directly or indirectly through a foreign entity, shares of a foreign
corporation that is a "controlled foreign corporation" ("CFC") for an
uninterrupted period of 30 days or more during any taxable year must include
in its gross income for United States federal income tax purposes its pro rata
share of the CFC's "subpart F income" for such year, even if the subpart F
income is not distributed. In addition, the U.S. 10% shareholders of a CFC may
be deemed to receive taxable distributions to the extent the CFC increases the
amount of its earnings that are invested in certain specified types of U.S.
property. All of Holdings', LaSalle Re's, and LaSalle Re Capital's income is
expected to be subpart F income, except to the extent that LaSalle Re
Capital's income qualifies for an exception from the subpart F rules as
described below. "Subpart F income" includes, inter alia, (i) "foreign
personal holding company income," such as interest, dividends, and other types
of passive investment income and (ii) "insurance income," which is defined to
include any income (including underwriting and investment income) that is
attributable to the issuing (or reinsuring) of any insurance or annuity
contract in connection with property in, liability arising out of activity in,
or in connection with the lives or health of residents of, a country other
than the country under the laws of which the CFC is created or organized, and
which (subject to certain modifications) would be taxed under the insurance
company provisions of the Code if such income were the income of a domestic
insurance company ("Subpart F Insurance Income"). However, Subpart F income
does not include (i) any income from sources within the U.S. which is
effectively connected with the conduct of a trade or business within the U.S.
and not exempted or subject to a reduced rate of tax by applicable treaty and
(ii) certain income subject to high foreign taxes.

Under Code section 951(b), any U.S. Person who owns, directly or indirectly
through foreign entities, or is considered to own (by application of the rules
of constructive ownership set forth in Code section 958(b), generally applying
to family members, partnerships, estates, trusts or 10% controlled
corporations) 10% or more of the total combined voting power of all classes of
stock of a foreign corporation will be considered to be a "U.S. 10%
shareholder." In general, a foreign corporation is treated as a CFC only if
its U.S. 10% shareholders collectively own more than 50% of the total combined
voting power or total value of the corporation's stock on any day (the "50%
Test"). However, for purposes only of taking into account Subpart F Insurance
Income, a foreign corporation will be treated as a CFC if (i) more than 25% of
the total combined voting power or total value of its stock is owned by U.S.
10% shareholders and (ii) the gross amount of premiums or other consideration
in respect of risks outside its country of incorporation exceeds 75% of the
gross amount of all premiums or other consideration in respect of all risks
(the "25% Test"). It is anticipated for both LaSalle Re and LaSalle Re Capital
that the gross premiums of each corporation in respect of Subpart F Insurance
Income will exceed 75% of each such corporation's gross premiums in respect of
all risks so that the 25% Test, rather than the 50% Test, will be applicable
with respect to the Subpart F Insurance Income of both LaSalle Re and LaSalle
Re Capital.

In determining the U.S. 10% shareholders of LaSalle Re and LaSalle Re
Capital, capital stock of LaSalle Re and LaSalle Re Capital held indirectly by
U.S. persons through Holdings or any other non-U.S. entity is treated as held
by United States persons. The Company believes that because of the dispersion
of its share ownership and because Holdings' Bye-Laws require prior Board
approval for any transfer of Common Shares that results in any shareholder
(other than a mutual fund) beneficially owning Common Shares equal to 5% or
more of the voting power of Holdings or any shareholder holding actually,
indirectly through foreign entities or

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constructively more than 9.9% of the voting power of Holdings, neither
Holdings, LaSalle Re nor LaSalle Re Capital is a CFC under the foregoing
general rules. However, there can be no assurance that Holdings, LaSalle Re or
LaSalle Re Capital will not at some time become a CFC. Each prospective
investor should consult its own tax advisor to determine whether its ownership
interest in Holdings would cause it to become a U.S. 10% shareholder of
Holdings, LaSalle Re, LaSalle Re Capital or of any subsidiary which may be
created by Holdings or LaSalle Re and to determine the impact of such a
classification of such investor.

RPII Companies. A different definition of "controlled foreign corporation"
is applicable in the case of a foreign corporation which earns related person
insurance income ("RPII"). RPII is defined in Code section 953(c)(2) as any
"insurance income" (as defined above) attributable to policies of insurance or
reinsurance with respect to which the person (directly or indirectly) insured
is a "RPII shareholder" (as defined below) of the foreign corporation or a
"related person" to such a shareholder. For purposes only of taking into
account RPII, and subject to the exceptions described below, LaSalle Re or
LaSalle Re Capital will be treated as a CFC if its "RPII shareholders"
collectively own, directly, indirectly, or by attribution under Code Section
958(b), 25% or more of the total combined voting power or value of such
corporation's stock on any day during a taxable year. If LaSalle Re or LaSalle
Re Capital is a CFC for an uninterrupted period of at least 30 days during any
taxable year under the special RPII rules, a U.S. Person who owns, directly or
indirectly through foreign entities, shares of LaSalle Re or LaSalle Re
Capital on the last day of any such taxable year must include in its gross
income for United States Federal income tax purposes its allocable share of
RPII income of such corporation for the entire taxable year, subject to
certain modifications. For purposes of inclusion of LaSalle Re's or LaSalle Re
Capital's RPII in the income of U.S. Persons who own Common Shares or shares
of LaSalle Re, unless an exception applies, the term "RPII shareholder"
includes all U.S. Persons who own, directly or indirectly through foreign
entities, any amount (rather than 10% or more) of the Common Shares or shares
of LaSalle Re or LaSalle Re Capital. Generally, the term "related person" for
purposes of the RPII rules means someone who controls or is controlled by the
RPII shareholder or someone who is controlled by the same person or persons
which control the RPII shareholder. Control is measured by either more than
50% in value or more than 50% in voting power of stock applying constructive
ownership principles similar to the rules of section 958 of the Code.

RPII Exceptions. The special RPII rules do not apply if direct and indirect
insureds and persons related to such insureds, whether or not U.S. Persons,
are treated at all times during the taxable year as owning, directly or
indirectly through entities, less than 20% of the voting power and less than
20% of the value of the stock of LaSalle Re and LaSalle Re Capital, or the
RPII of LaSalle Re and LaSalle Re Capital, determined on a gross basis, is
less than 20% of such corporation's gross insurance income for such taxable
year, or if certain other exceptions apply. Where no exception applies, each
RPII shareholder of LaSalle Re and LaSalle Re Capital on the last day of such
corporation's fiscal year will be required to include in its gross income for
United States federal income tax purposes its share of the RPII for the entire
taxable year, determined as if all such RPII were distributed proportionately
only to such RPII shareholders at that date, but limited by such corporation's
current-year earnings and profits and reduced by the RPII shareholder's share,
if any, of prior-year deficits in earnings and profits.

LaSalle Re reinsures, and expects to continue reinsuring, the risks of an
insurance company that is related to CNA, a RPII shareholder of LaSalle Re,
and thus expects to generate RPII. In addition, LaSalle Re may be considered
to reinsure directly or indirectly the risks of other RPII shareholders of
LaSalle Re or parties related thereto, thus generating RPII. LaSalle Re has in
the past and intends in the future to monitor the reinsurance of related
persons to limit the gross RPII from such reinsurance to less than 20% of
LaSalle Re's gross insurance income. For LaSalle Re's most recent taxable year
ended September 30, 1996, the Company believes gross RPII of LaSalle Re was
less than 20% of LaSalle Re's gross insurance income for the year and,
although no assurances can be given, the Company will endeavor to take such
steps as it determines to be reasonable to cause LaSalle Re's gross RPII to
remain below such level. The Company believes gross RPII of LaSalle Re Capital
will be less than 20% of LaSalle Re Capital's gross insurance income for each
taxable year and will endeavor to take such steps as it determines to be
reasonable to cause LaSalle Re Capital's gross RPII to remain below such
level.

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Computation of RPII. In order to determine how much RPII LaSalle Re and
LaSalle Re Capital have earned in each fiscal year, the Company intends to
obtain and rely upon information from its insureds to determine whether any of
the insureds or persons related to such insureds own shares of Holdings or
LaSalle Re and are U.S. Persons. The Company may not be able to determine
whether any of the underlying insureds of the insurance companies to which
LaSalle Re and LaSalle Re Capital provide reinsurance are RPII shareholders or
related persons to such shareholders. Consequently, Holdings may not be able
to determine accurately the gross amount of RPII earned by LaSalle Re and
LaSalle Re Capital in a given taxable year. LaSalle Re and LaSalle Re Capital
will take reasonable steps to secure such additional information relevant to
determine the amount of each corporation's insurance income that is RPII as
they believe advisable, but there can be no assurance that such information
will be sufficient to enable LaSalle Re and LaSalle Re Capital to establish
clearly such amount. For any year in which the Company has determined that
gross RPII is 20% or more of LaSalle Re's or LaSalle Re Capital's gross
insurance income, the Company may also seek information from its shareholders
as to whether direct or indirect owners of Common Shares or shares of LaSalle
Re at the end of the year are U.S. Persons so that the RPII may be determined
and apportioned among such persons. In any such year, the Company will inform
all shareholders of RPII per share and RPII shareholders are obligated to file
a return reporting such amounts. To the extent the Company is unable to
determine whether a direct or indirect owner of shares is a U.S. Person the
Company may assume that such owner is not a U.S. Person for the purpose of
allocating RPII, thereby increasing the per share RPII amount for all RPII
shareholders.

Apportionment of RPII to RPII Shareholders. The amount of RPII includible in
the income of a RPII shareholder is based upon the net RPII income for the
year after deducting related expenses such as losses, loss reserves and
operating expenses. Every U.S. Person who owns, directly or indirectly through
foreign entities, Common Shares or shares of LaSalle Re on the last day of any
taxable year of LaSalle Re or LaSalle Re Capital in which LaSalle Re's or
LaSalle Re Capital's gross insurance income constituting RPII for that year
equals or exceeds 20% of such corporation's gross insurance income should
expect that for such year it will be required to include in gross income its
share of such corporation's RPII for the entire year, whether or not
distributed, even though it may not have owned the shares for the entire year.
A U.S. Person who owns Common Shares or shares of LaSalle Re during such
taxable year but not on the last day of the taxable year, which would normally
be September 30, is not required to include in gross income any part of
LaSalle Re's or LaSalle Re Capital's RPII.

Basis Adjustments. A RPII shareholder's tax basis in its Common Shares or
shares of LaSalle Re will be increased by the amount of any RPII that the
shareholder includes in income. The shareholder may exclude from income the
amount of any distributions by Holdings or LaSalle Re to the extent of the
RPII included in income for the year in which the distribution was paid or for
any prior year. The RPII shareholder's tax basis in its Common Shares or
shares of Lasalle Re will be reduced by the amount of such distributions that
are excluded from income. In general, a RPII shareholder will not be able to
exclude from income distributions with respect to RPII that a prior
shareholder included in income.

Information Reporting. Every U.S. Person who "controls" a foreign
corporation by owning directly or by attribution more than 50% of the total
combined voting power of all classes of stock entitled to vote, or more than
50% of the total value of shares of all classes of stock, of such corporation,
for an uninterrupted period of 30 days or more during a fiscal year of that
foreign corporation, must file a Form 5471 with its U.S. income tax return.
However, the IRS has the authority to, and does require, any U.S. Person
treated as a U.S. 10% shareholder or RPII shareholder of a CFC that owns
shares directly or indirectly through a foreign entity to file a Form 5471.
Thus, if LaSalle Re's or LaSalle Re Capital's gross RPII for a taxable year
constitutes 20% or more of such corporation's gross insurance income for such
period, any U.S. Person treated as owning shares of LaSalle Re or LaSalle Re
Capital directly or indirectly on the last day of such taxable year is
considered a RPII shareholder for purposes of the RPII rules and will be
required to file a Form 5471. In addition, U.S. Persons who own more than 5%
in value of the outstanding stock of Holdings or LaSalle Re at any time during
a taxable year are required in certain circumstances to file Form 5471 even if
neither corporation is a CFC. For any taxable year in which the Company
determines that LaSalle Re's or LaSalle Re Capital's gross RPII constitutes
20% or more of such corporation's gross insurance income, the Company intends
to mail to all shareholders of record,

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and will make available at the transfer agent with respect to the Common
Shares and shares of LaSalle Re, Form 5471 (completed with Company
information) for attachment to the returns of shareholders. However, the
Company's determination of the amount of LaSalle Re's or LaSalle Re Capital's
gross RPII for a given fiscal year may not be accurate because of the
Company's inability to gather the information necessary to make such
determination. See "Certain Tax Considerations--Taxation of Shareholders--
United States Taxation of U.S. and Non-U.S. Shareholders--Computation of
RPII." A tax-exempt organization that is treated as a U.S. 10% shareholder or
a RPII shareholder for any purpose under subpart F will be required to file a
Form 5471 in the circumstances described above. Failure to file Form 5471 may
result in penalties.

Tax-Exempt Shareholders. Code section 512(b)(17), which was added to the
Code on August 20, 1996, by the Small Business Job Protection Act of 1996
(P.L. 104-188), requires a tax-exempt entity owning, directly or indirectly
through a foreign entity or constructively under Code section 958(b) shares of
Holdings or LaSalle Re, to treat as unrelated business taxable income ("UBTI")
within the meaning of Code section 512 the portion of any deemed distribution
to such shareholder of Subpart F income under Code section 951(a) that is
attributable to insurance income which, if derived directly by such
shareholder, would be treated as UBTI. Exceptions are provided for income
attributable to a policy of insurance or reinsurance with respect to which the
person (directly or indirectly) insured is--(i) the tax-exempt shareholder,
(ii) an affiliate of the tax-exempt shareholder which itself is exempt from
tax under Code section 501(a), or (iii) a director or officer of, or an
individual who (directly or indirectly) performs services for, the tax-exempt
shareholder or an exempt affiliate but only if the insurance covers primarily
risks associated with the performance of services in connection with the tax-
exempt shareholder or exempt affiliate.

Code section 512(b)(17) applies to amounts included in gross income in any
taxable year beginning after December 31, 1995. If LaSalle Re's or LaSalle Re
Capital's gross RPII were to equal or exceed 20% of such corporation's gross
insurance income, or Holdings, LaSalle Re or LaSalle Re Capital were otherwise
treated as a CFC, for a taxable year beginning after December 31, 1995, tax-
exempt entities owning stock in the Company might be required to treat a
portion of the Company's Subpart F income as UBTI. Prospective investors that
are tax-exempt entities are urged to consult their tax advisors as to the
potential impact of Code section 512(b)(17) and the UBTI provisions of the
Code.

Dispositions of Common Shares. Subject to the discussion elsewhere relating
to the potential application of the "controlled foreign corporation" and
"passive foreign investment company" rules, capital gain or loss realized by a
U.S. Holder on the sale, exchange or other disposition of Common Shares will
be includible in gross income as capital gain or loss in an amount equal to
the difference between such holder's basis in Common Shares and the amount
realized on the sale, exchange or other disposition. If a U.S. Holder's
holding period for the Common Shares is more than one year, any gain will be
subject to the U.S. federal income tax at a current maximum marginal rate of
28% for individuals and 35% for corporations.

Code section 1248 provides that if a U.S. Person owns directly, indirectly
through foreign entities or constructively under Code section 958(b), 10% or
more of the voting shares of a corporation that is a CFC, any gain from the
sale or exchange of the shares may be treated as ordinary income to the extent
of the CFC's earnings and profits during the period that the shareholder held
the shares (with certain adjustments). Code section 953(c)(7) generally
provides that section 1248 also will apply to the sale or exchange of shares
by a RPII shareholder in a foreign corporation that earns RPII and is
characterized as a CFC under the RPII rules if the foreign corporation would
be taxed as an insurance company if it were a domestic corporation, regardless
of whether the shareholder is a U.S. 10% shareholder or whether RPII
constitutes 20% or more of the corporation's gross insurance income. Existing
Treasury Department regulations do not address whether Code section 1248 would
apply when a foreign corporation (such as Holdings) is not a CFC but the
foreign corporation has an insurance company subsidiary that is a CFC (such as
LaSalle Re or LaSalle Re Capital) for purposes of requiring U.S. shareholders
to take into account RPII.

It is the opinion of the Company's United States counsel that Code section
1248 should not apply to dispositions of Common Shares because Holdings will
not have any U.S. 10% shareholders and Holdings is not

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directly engaged in the insurance business. There can be no assurance,
however, that the IRS will interpret proposed regulations under Code section
953 in this manner or that the Treasury Department will not amend the proposed
regulations under Code section 953 or other regulations to provide that Code
section 1248 will apply to dispositions of shares in a corporation such as
Holdings which is engaged in the insurance business indirectly through its
subsidiaries. If the IRS or Treasury Department were to take such action, the
Company would notify shareholders that Code section 1248 will apply to
dispositions of Common Shares.

Uncertainty as to Application of RPII. The RPII provisions of the Code have
never been interpreted by the courts. Regulations interpreting the RPII
provisions of the Code exist only in proposed form, having been proposed on
April 16, 1991. It is not certain whether these regulations will be adopted in
their proposed form or what changes or clarifications might ultimately be made
thereto or whether any such changes, as well as any interpretation or
application of RPII by the IRS, the courts or otherwise, might have
retroactive effect. Accordingly, the meaning of the RPII provisions and the
application thereof to Holdings, LaSalle Re and LaSalle Re Capital is
uncertain. These provisions include the grant of authority to the U.S.
Treasury Department to prescribe "such regulations as may be necessary to
carry out the purpose of this subsection including . . . regulations
preventing the avoidance of this subsection through cross insurance
arrangements or otherwise." In addition, there can be no assurance that any
amounts of RPII inclusions reported by the Company to RPII shareholders will
not be subject to adjustment based upon subsequent IRS examination. Each U.S.
person who is considering an investment in Common Shares should consult his
tax advisor as to the effects of these uncertainties.

Foreign Tax Credit. Because it is anticipated that U.S. Persons will own a
majority of Holdings' shares after the Offering and because a substantial part
of LaSalle Re's business includes the insurance of U.S. risks, only a portion
of the RPII and dividends paid by Holdings (including any gain from the sale
of Common Shares that is treated as a dividend under Code section 1248) will
be treated as foreign source income for purposes of computing a shareholder's
U.S. foreign tax credit limitation. It is likely that substantially all of the
RPII and dividends that are foreign source income will constitute either
"passive" or "financial services" income for foreign tax credit limitation
purposes. Thus, it may not be possible for certain U.S. Holders to utilize
excess foreign tax credits to reduce U.S. tax on such income.

Passive Foreign Investment Companies. Code sections 1291 through 1297
contain special rules applicable with respect to foreign corporations that are
"passive foreign investment companies" ("PFICs"). In general, a foreign
corporation will be a PFIC if 75% or more of its gross income constitutes
"passive income" (the "75% Income Test") or 50% or more of its assets produce,
or are held for the production of, passive income (the "50% Asset Test"). If
the Company were to be characterized as a PFIC, its United States shareholders
would have to make an election (a "QEF Election") to be currently taxable on
their pro-rata share of earnings of the Company whether or not such earnings
were distributed or they would be subject to a special tax and an interest
charge at the time of the sale of, or receipt of an "excess distribution" with
respect to, their shares, and a portion of any gain may be recharacterized as
ordinary income. In general, a shareholder receives an "excess distribution"
if the amount of the distribution is more than 125% of the average
distribution with respect to the stock during the three preceding taxable
years (or shorter period during which the taxpayer held the stock). In
general, the special tax and interest charges are based on the value of the
tax deferral of the taxes that are deemed due during the period the United
States shareholder owned the shares, computed by assuming that the excess
distribution or gain (in the case of a sale) with respect to the shares was
taxed in equal portions throughout the holder's period of ownership at the
highest marginal tax rate. The interest charge is computed using the
applicable rate imposed on underpayments of U.S. Federal income tax for such
period. In general, if a U.S. Person owns stock in a foreign corporation
during any taxable year in which such corporation is a PFIC and such
shareholder does not make a QEF Election, the stock will be treated as stock
in a PFIC for all subsequent years.

For the above purposes, "passive income" is defined to include income of a
kind that would be characterized as foreign personal holding company income
under Code section 954(c), and generally includes interest, dividends,
annuities and other investment income. The PFIC statutory provisions contain
an express

73
<PAGE>

exception for income "derived in the active conduct of an insurance business
by a corporation which is predominantly engaged in an insurance business . .
." (the "Insurance Company Exception"). This exception is intended to ensure
that income derived by a bona fide insurance company is not treated as passive
income. Thus, to the extent such income is attributable to financial reserves
in excess of the reasonable needs of the insurance business, it may be treated
as passive income for purposes of the PFIC rules. The PFIC statutory
provisions also contain a look-through rule that states that, for purposes of
determining whether a foreign corporation is a PFIC, such foreign corporation
shall be treated as if it "received directly its proportionate share of the
income . . ." and as if it "held its proportionate share of the assets . . ."
of any other corporation in which it owns at least 25% of the value of the
stock. It is anticipated that both LaSalle Re and LaSalle Re Capital should be
entitled to the Insurance Company Exception and that neither corporation will
have financial reserves in excess of the reasonable needs of its insurance
business, and therefore that none of LaSalle Re's or LaSalle Re Capital's
income or assets will be considered to be passive. Under the look-through rule
Holdings would be deemed to own its proportionate share of the assets and to
have received its proportionate share of the income of LaSalle Re and LaSalle
Re Capital for purposes of the 75% Income and 50% Asset Tests, and therefore
Holdings should not be considered a PFIC.

However, no final regulations interpreting the substantive PFIC provisions
have yet been issued. Therefore, substantial uncertainty exists with respect
to their application or their possible retroactivity. Each U.S. person who is
considering an investment in Common Shares should consult his tax advisor as
to the effects of these rules.

Other. Dividends paid by Holdings to U.S. corporate shareholders will not be
eligible for the dividends received deduction provided by Code section 243.

Except as discussed below with respect to backup withholding, dividends paid
by Holdings will not be subject to a U.S. withholding tax.

Information reporting to the IRS by paying agents and custodians located in
the U.S. will be required with respect to payments of dividends (if any) on
the Common Shares to holders of Common Shares or to paying agents or
custodians located in the United States. In addition, a holder of Common
Shares may be subject to backup withholding at the rate of 31% with respect to
dividends paid by such persons, unless such holder (a) is a corporation or
comes within certain other exempt categories and, when required, demonstrates
this fact; or (b) provides a taxpayer identification number, certifies as to
no loss of exemption from backup withholding and otherwise complies with
applicable requirements of the backup withholding rules. The backup
withholding tax is not an additional tax and may be credited against a
holder's regular Federal income tax liability.

Sales of Common Shares through brokers by certain U.S. Persons also may be
subject to back-up withholding. Sales by corporations, certain tax-exempt
entities, individual retirement plans, REITs, certain financial institutions,
and other "exempt recipients" as defined in applicable Treasury regulations
currently are not subject to back-up withholding. Holders of Common Shares
should consult their own tax advisors regarding the possible applicability of
the back-up withholding provisions to sales of their Common Shares.

If a non-U.S. holder sells Common Shares through a U.S. office of a U.S. or
foreign broker, the broker is required to file an information return and is
required to withhold 31% of the sale proceeds unless the non-U.S. holder is an
exempt recipient or has provided the broker with the information and
statements, under penalties of perjury, necessary to establish an exemption
from backup withholding. If payment of the proceeds of the sale of a share by
a non-U.S. holder is made to or through the foreign office of a broker, that
broker will not be required to backup withhold or, except as provided in the
next sentence, to file information returns. In the case of proceeds from a
sale of a share by a non-U.S. holder paid to or through the foreign office of
a U.S. broker or a foreign office of a foreign broker that is (i) a controlled
foreign corporation for U.S. tax purposes or (ii) a person 50% or more of
whose gross income for the three-year period ending with the close of the
taxable year preceding the year of payment (or for the part of that period
that the broker has been in existence) is effectively connected with the
conduct of a trade or business within the United States (a "Foreign U.S.
Connected Broker"),

74
<PAGE>

information reporting is required unless the broker has documentary evidence
in its files that the payee is not a U.S. person and certain other conditions
are met, or the payee otherwise establishes an exemption. In addition, the
Treasury Department has indicated that it is studying the possible application
of backup withholding in the case of such foreign offices of U.S. and Foreign
U.S. Connected Brokers.

The foregoing discussion (including and subject to the matters and
qualifications set forth in such summary) is based upon current law and is for
general information only. The tax treatment of a holder of Common Shares, or
of a person treated as a holder of Common Shares for United States Federal
income, state, local or non-U.S. tax purposes, may vary depending on the
holder's particular tax situation. Legislative, judicial or administrative
changes or interpretations may be forthcoming that could be retroactive and
could affect the tax consequences to holders of Common Shares. PROSPECTIVE
INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE FEDERAL,
STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF OWNING THE COMMON
SHARES.

75
<PAGE>

UNDERWRITING

Under the terms and subject to the conditions in the U.S. Underwriting
Agreement dated the date hereof, each of Smith Barney Inc., Lazard Freres &
Co. LLC and Morgan Stanley & Co. Incorporated, the underwriters of the United
States and Canadian offering of Common Shares (the "U.S. Underwriters"), has
severally agreed to purchase, and the Selling Shareholders have agreed to sell
to each U.S. Underwriter, Common Shares which equal the number of shares set
forth opposite the name of such U.S. Underwriter below:

<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITERS SHARES
----------------- ---------
<S> <C>
Smith Barney Inc. ..............................................
Lazard Freres & Co. LLC.........................................
Morgan Stanley & Co. Incorporated...............................
---------
Total......................................................... 2,520,000
=========
</TABLE>

Under the terms and subject to the conditions contained in the International
Underwriting Agreement dated the date hereof, each of the managers of the
concurrent international offering of Common Shares named below (the
"Managers"), for whom Smith Barney Inc., Lazard Capital Markets and Morgan
Stanley & Co. International Limited are acting as lead managers (the "Lead
Managers"), has severally agreed to purchase, and the Selling Shareholders
have agreed to sell to each Manager, Common Shares which equal the number of
shares set forth opposite the name of such Manager below:

<TABLE>
<CAPTION>
NUMBER
OF
MANAGERS SHARES
-------- -------
<S> <C>
Smith Barney Inc. ................................................
Lazard Capital Markets............................................
Morgan Stanley & Co. International Limited........................
-------
Total........................................................... 630,000
=======
</TABLE>

The U.S. Underwriters and the Managers (collectively, the "Underwriters")
initially propose to offer part of the Common Shares directly to the public at
the public offering price set forth on the cover page of this Prospectus and
part to certain dealers at a price that represents a concession not in excess
of $ per share below the public offering price. The U.S. Underwriters and
the Managers may allow, and such dealers may reallow, a concession not in
excess of $ per share to the other U.S. Underwriters or Managers,
respectively, or to certain other dealers. After the initial offering of the
Common Shares to the public, the public offering price and such concessions
may be changed by the U.S. Underwriters and the Managers.

The Underwriting Agreements provide that the obligations of the several
Underwriters to pay for and accept delivery of the Common Shares are subject
to approval of certain legal matters by counsel and to certain other
conditions. The Underwriters are obligated to take and pay for all Common
Shares offered hereby (other than those covered by the over-allotment option
described below) if any such Common Shares are taken.

The Selling Shareholders have granted to the U.S. Underwriters an option,
exercisable for 30 days from the date of this Prospectus, to purchase up to an
aggregate of 472,500 additional Common Shares at the public offering price set
forth on the cover page of this Prospectus less underwriting discounts and
commissions. The U.S. Underwriters may exercise such option to purchase
additional Common Shares solely for the purpose of covering over-allotments,
if any, incurred in connection with the sale of the Common Shares offered
hereby. To the extent such option is exercised, each U.S. Underwriter will
become obligated, subject to certain conditions, to purchase approximately the
same percentage of such additional shares as the number of shares set forth
opposite such U.S. Underwriter's name in the preceding table bears to the
total number of shares in such table.

76
<PAGE>

The Company, the U.S. Underwriters and the Managers have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act.

The Company, each of its officers and directors set forth under the heading
"Management" in this Prospectus and the Selling Shareholders have agreed that,
for a period of 180 days after the date of this Prospectus, they will not,
without the prior written consent of Smith Barney Inc., sell, offer to sell,
solicit an offer to buy, contract to sell, grant any option or right to
purchase or acquire, or otherwise transfer or dispose of, any common shares of
the Company or any of its subsidiaries (or any securities convertible into or
exercisable or exchangeable for such common shares), except that (i) the
Company may issue Common Shares pursuant to stock purchase plans and grant
options pursuant to stock option plans and (ii) the Selling Shareholders may
sell shares subject to the U.S. Underwriters' over-allotment option and shares
repurchased by the Company pursuant to the Company's capital management
strategy and may transfer shares as bona fide gifts and pledge shares so long
as donees or the pledgees, as the case may be, agree in writing with the
Underwriters to be bound by the terms of such agreement. See "Business--
Capital Management Strategy," "Management--Long-Term Incentive Plan" and
"Management--Employee Stock Purchase Plan."

The U.S. Underwriters and the Managers have entered into an Agreement
Between U.S. Underwriters and Managers pursuant to which each U.S. Underwriter
has agreed that, as part of the distribution of the shares offered in the
United States and Canadian offering (i) it is not purchasing any such shares
for the account of anyone other than a U.S. or Canadian Person and (ii) it has
not offered or sold, and will not, offer, sell, resell or deliver, directly or
indirectly, any of such shares or distribute any prospectus relating to the
United States and Canadian offering outside the United States or Canada or to
anyone other than a U.S. or Canadian Person. In addition, each Manager has
agreed that as part of the distribution of the 630,000 Common Shares offered
in the international offering: (i) it is not purchasing any such shares for
the account of any U.S. or Canadian Person and (ii) it has not offered or
sold, and will not offer, sell, resell or deliver, directly or indirectly, any
of such shares or distribute any prospectus relating to the international
offering in the United States or Canada or to any U.S. or Canadian Person.
Each Manager has also agreed that it will offer to sell Common Shares only in
compliance with all relevant requirements of any applicable laws.

The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the U.S. Underwriting Agreement, the
International Underwriting Agreement and the Agreement Between U.S.
Underwriters and Managers, including: (i) certain purchases and sales between
the U.S. Underwriters and the Managers, (ii) certain offers, sales, resales,
deliveries or distributions to or through investment advisors or other persons
exercising investment discretion, (iii) purchases, offers or sales by a U.S.
Underwriter who is also acting as Manager or by a Manager who is also acting
as a U.S. Underwriter and (iv) other transactions specifically approved by the
U.S. Underwriters and the Lead Managers. As used herein, "U.S. or Canadian
Person" means any resident or national of the United States or Canada, any
corporation, partnership or other entity created or organized in or under the
laws of the United States or Canada or any estate or trust the income of which
is subject to United States or Canadian income taxation regardless of the
source of its income (other than the foreign branch of any U.S. or Canadian
Person), and includes any United States or Canadian branch of a person other
than a U.S. or Canadian Person.

Any offer of Common Shares in Canada will be made only pursuant to an
exemption from the requirement to file a prospectus in the relevant province
of Canada in which such offer is made.

Each Manager has agreed that (i) it will not offer or sell any shares to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which will not involve an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995
("the Regulations"); (ii) it will comply with all applicable provisions of the
Financial Services Act 1986 and the Regulations with respect to anything done
by it in relation to the shares in, from, or otherwise involving

77
<PAGE>

the United Kingdom; and (iii) it will only issue or pass on to any person in
the United Kingdom any document received by it in connection with the offer of
the Common Shares if that person is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
or is a person to whom such document may otherwise lawfully be issued or passed
on.

No action has been or will be taken in any jurisdiction by the Company, the
Selling Shareholders or the Managers that would permit an offering to the
general public of the Common Shares offered hereby in any jurisdiction other
than the United States.

Purchasers of the shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practices of the country of
purchase in addition to the offering price set forth on the cover page hereof.

Pursuant to the Agreement Between U.S. Underwriters and Managers, sales may
be made between the U.S. Underwriters and the Managers of such number of shares
as may be mutually agreed. The price of any shares so sold shall be the public
offering price as then in effect for shares being sold by the U.S. Underwriters
and the Managers, less all or any part of the selling concession, unless
otherwise determined by mutual agreement. To the extent that there are sales
between the U.S. Underwriters and the Managers pursuant to the Agreement
Between U.S. Underwriters and Managers, the number of Common Shares initially
available for sale by the U.S. Underwriters and by the Managers may be more or
less than the number of Common Shares appearing on the front cover of this
Prospectus.

The rules of the Commission generally prohibit the Underwriters from making a
market in the Common Shares during the two business days prior to commencement
of sales in the Offerings (the "Cooling Off Period"). The Commission has,
however, adopted Rule 10b-6A under the Exchange Act ("Rule 10b-6A"), which
provides an exemption from such prohibition for certain passive market making
transactions. Such passive market making transactions must comply with
applicable price and volume limits and must be identified as passive market
making transactions. In general, pursuant to Rule 10b-6A, a passive market
maker must display its bid for a security at a price not in excess of the
highest independent bid for the security. If all independent bids are lowered
below the passive maker's bid, however, such bid must then be lowered when
certain purchase limits are exceeded. Further, net purchases by a passive
market maker on each day are generally limited to a specified percentage of the
passive market maker's average daily trading volume in a security during a
specified prior period and must be discontinued when such limit is reached.
Pursuant to the exemption provided by Rule 10b-6A, certain of the Underwriters
and selling group members may engage in passive market making in the Common
Shares during the Cooling Off Period. Passive market making may stabilize the
market price of the Common Shares at a level above that which might otherwise
prevail, and, if commenced, may be discontinued at any time.

At the Company's request, the Underwriters are reserving up to 20,000 Common
Shares for sales at the initial public offering price, net of underwriting
discounts and commissions, as set forth on the cover page of this Prospectus to
Victor H. Blake, the Chairman, Chief Executive Officer and President of the
Company. The number of Common Shares available for sale to the general public
will be reduced to the extent such reserved shares are purchased. Any reserved
shares not purchased will be offered by the Underwriters to the general public
on the same basis as the other shares offered hereby.

Smith Barney Inc., Lazard Freres & Co. LLC and Morgan Stanley & Co.
Incorporated have provided investment banking and financial advisory services
to the Company and certain of the Founding Shareholders.

LEGAL MATTERS

The validity of the Common Shares under Bermuda law will be passed upon for
the Company by Conyers, Dill & Pearman, Hamilton, Bermuda. Certain legal
matters in connection with the Offerings will be passed upon for the Company by
Mayer, Brown & Platt, Chicago, Illinois, and for the Underwriters by LeBoeuf,
Lamb, Greene & MacRae, L.L.P., a limited liability partnership including
professional corporations, New York, New York, in each case in reliance on the
opinion of Conyers, Dill & Pearman with respect to Bermuda law.

78
<PAGE>

EXPERTS

The consolidated financial statements and schedules of Holdings as of
September 30, 1996 and 1995 and for the years ended September 30, 1996 and 1995
and the period October 26, 1993 (date of incorporation) to September 30, 1994
have been included herein and in the Registration Statement in reliance upon
the reports of KPMG Peat Marwick, independent auditors, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.

79
<PAGE>

GLOSSARY OF SELECTED INSURANCE AND REINSURANCE TERMS

Acquisition costs. Brokerage, commissions, the portion of administrative,
general and other expenses attributable to underwriting operations and excise
taxes.

Alien reinsurer. A reinsurance company that is organized under the laws of a
non-U.S. jurisdiction.

Attachment point. The amount of losses above which excess of loss reinsurance
becomes operative.

Broker. A person or firm that negotiates contracts of reinsurance between a
ceding company and a reinsurer on behalf of the ceding company and receives a
brokerage commission for placement of the reinsurance contract as well as other
services rendered.

Casualty insurance and/or reinsurance. Insurance and/or reinsurance that is
concerned primarily with the legal liability of the insured for injuries or
damage to the person or property of third persons (persons other than the
policyholder).

Cede; ceding company; cedent; cession. When an insurance or reinsurance
company transfers all or a portion of a risk it has underwritten to a
reinsurance company, it "cedes" such risk and is referred to as the "ceding
company" or the "cedent." Such transfer of risk is referred to as a "cession."

Clash exposure. The exposure of an insurer or reinsurer to losses arising
from a single set of circumstances but covered by more than one insurance or
reinsurance contract underwritten by such insurer or reinsurer.

Combined ratio. The sum of the loss and loss expense ratio and the expense
ratio. A combined ratio below 100% generally indicates profitable underwriting
prior to the consideration of investment income. A combined ratio over 100%
generally indicated unprofitable underwriting prior to the consideration of
investment income.

Excess of loss reinsurance. The generic term describing reinsurance that
indemnifies the ceding company against all or a specified portion, the "limit,"
of losses on underlying insurance policies or reinsurance contracts in excess
of a specified dollar amount, called "attachment point" or "retention." The
combination of a limit and an attachment point constitutes a layer.

Expense ratio. The ratio of (i) acquisition costs and operational expenses
minus net gains on foreign exchange to (ii) earned premiums, determined in
accordance with GAAP.

Facultative Reinsurance--The reinsurance of part or all of (the insurance
provided by) a single policy, with separate negotiation for each cession. The
word "facultative" connotes that both the primary insurer and the reinsurer
have the faculty or option of accepting or rejecting the individual submission
(as distinguished from the obligation to cede and accept, to which the parties
agree in treaty reinsurance).

Generally accepted accounting principles ("GAAP"). Accounting principles as
set forth in opinions of the Accounting Principle Board of the American
Institute of Certified Public Accountants and/or in statements of the Financial
Accounting Standards Board and/or their respective successors and that are
applicable to the circumstances as of the date in question.

Gross premiums written. Total premiums for insurance and reinsurance assumed
during a given period.

Incurred but not reported ("IBNR") loss reserves. Reserves for losses that
have been incurred but not yet reported to the insurer or reinsurer and which
are often estimated using actuarial analysis.

Incurred losses. The total losses sustained by an insurer or reinsurer under
its policies or contracts, whether paid or unpaid. Incurred losses include a
provision for claims that have occurred but have not yet been reported to the
insurer or reinsurer ("IBNR").

Layer. See "Excess of loss reinsurance."

80
<PAGE>

Lloyd's. Lloyd's of London, the formal name of which is "Underwriters at
Lloyd's, London", is an organization for underwriting insurance and reinsurance
in which collections of individuals (referred to as "Names") and certain
corporations assume policy liabilities as the individual obligations of each.

Loss expenses. The expenses of adjusting, defending and settling claims,
including legal and other fees and the portion of general expenses allocated to
claim settlement costs.

Loss and loss expense ratio. The ratio of (i) incurred losses and loss
expenses to (ii) earned premiums, determined in accordance with GAAP.

Loss reserves. Liabilities established by insurers and reinsurers to reflect
the estimated cost of claims payments that the insurer or reinsurer ultimately
will be required to pay in respect of insurance or reinsurance it has written.
Reserves are established for losses and loss expenses, and consist of case
reserves and IBNR reserves.

Net premiums earned. The portion of net premiums written that is recognized
for accounting purposes as income during a period.

Net premiums written. Gross premiums written for a given period less premiums
ceded to reinsurers during such period.

Program. A treaty or a combination of treaties that provide the cedent with
one or more layers of reinsurance protection.

Property catastrophe reinsurance. A form of excess of loss reinsurance that,
subject to a specified limit, indemnifies the ceding company for the amount of
loss in excess of a specified retention with respect to an accumulation of
losses resulting from a catastrophic event. The reinsurance contract is called
a "catastrophe cover."

Property insurance and/or reinsurance. Insurance and/or reinsurance that
indemnifies a person with an insurable interest in tangible property for its
loss, damage or loss of use.

Pro rata of reinsurance. A generic term describing forms of reinsurance in
which the reinsurer shares a proportional part of the original premiums and
losses of the ceding company. Pro rata reinsurance is also known as
proportional or quota share reinsurance.

Reinstatement. The restoration of the reinsurance limit, under an excess of
loss treaty, for any portion of the original limit depleted by losses incurred
on that treaty by the reinsurer. The reinstatement applies for the remainder of
the duration of the treaty, or until depleted by further losses.

Reinstatement premium. Premium paid by a primary insurer to a reinsurer to
reinstate coverage under an excess of loss treaty.

Reinsurance. The practice whereby one party, called the reinsurer, in
consideration of a premium paid to it, agrees to indemnify another party,
called the reinsured, for part or all of the liability assumed by the reinsured
under a policy or policies of insurance that it has issued or contract(s) of
reinsurance it has written. The reinsured may be referred to as the ceding
company. The purchase of reinsurance does not legally discharge the ceding
company from its liability to its insureds or reinsureds.

Retention; retention layer. The amount or portion of risk that an insurer or
reinsurer retains for its own account. Losses in excess of the retention are
paid by that company's reinsurer or retrocessionaire. The retention can be
expressed as a dollar amount or a percentage of the amount at risk.

81
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Auditors.............................................. F-2
Consolidated Balance Sheets................................................. F-3
Consolidated Statements of Operations....................................... F-4
Consolidated Statements of Changes in Shareholders' Equity.................. F-5
Consolidated Statements of Cash Flows....................................... F-6
Notes to Consolidated Financial Statements.................................. F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders of
LaSalle Re Holdings Limited.

We have audited the accompanying consolidated balance sheets of LaSalle Re
Holdings Limited as at September 30, 1996 and 1995 and the related
consolidated statements of operations, changes in shareholders' equity and
cash flows for the years ended September 30, 1996 and 1995 and the period from
October 26, 1993 (date of incorporation) to September 30, 1994. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of LaSalle Re
Holdings Limited and its subsidiaries as at September 30, 1996 and 1995 and
the results of their operations, and their cash flows for the years ended
September 30, 1996 and 1995 and the period from October 26, 1993 (date of
incorporation) to September 30, 1994 in conformity with United States
generally accepted accounting principles.

KPMG Peat Marwick
Chartered Accountants

Hamilton, Bermuda
October 19, 1996

F-2
<PAGE>

LASALLE RE HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS
YEARS ENDED SEPTEMBER 30, 1996 AND 1995
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT SHARE AND PER SHARE
DATA)

<TABLE>
<CAPTION>
ASSETS 1996 1995
------ -------- --------
<S> <C> <C>
Cash and cash equivalents.................................. $ 46,990 $ 82,360
Investments held as available for sale at fair value (Note
3 (a))
(amortized cost 1996: $493,450; 1995: $441,705)........... 490,514 440,065
Accrued investment income.................................. 14,211 15,803
Reinsurance balances receivable (Note 7) (related party
1996: $11,700; 1995: $25,206)............................. 70,625 86,146
Deferred acquisition costs................................. 10,464 10,708
Other assets (Note 4)...................................... 1,570 1,465
-------- --------
Total assets........................................... $634,374 $636,547
======== ========
<CAPTION>
LIABILITIES
-----------
<S> <C> <C>
Reserve for losses and loss expenses (Note 9).............. $ 49,875 $ 66,654
Unearned premium reserve................................... 82,894 87,885
Other liabilities (Notes 6 & 7) (related party 1996:
$6,080; 1995: $6,076)..................................... 11,087 6,197
Dividend payable .......................................... 3,600 75,000
-------- --------
Total liabilities...................................... 147,456 235,736
-------- --------
Minority interest (Note 1)................................. $179,470 $147,389
-------- --------
Shareholders' equity
Share capital (Note 5)................................... $ 14,398 $ 14,398
Additional paid in capital (Note 5)...................... 221,968 221,968
Unrealized loss on investments (Note 3 (a)).............. (1,861) (1,039)
Retained earnings........................................ 72,943 18,095
-------- --------
Total shareholders' equity............................. 307,448 253,422
-------- --------
Total liabilities, minority interest and shareholders'
equity................................................ $634,374 $636,547
======== ========
</TABLE>

See accompanying notes to consolidated financial statements

F-3
<PAGE>

LASALLE RE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 1996, 1995 AND THE PERIOD FROM OCTOBER 26, 1993 TO
SEPTEMBER 30, 1994
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT SHARE AND PER SHARE
DATA)

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES
Premiums written (Notes 7, 8 & 13) (related $ 190,151 $ 201,916 $ 133,327
party 1996: $24,045; 1995: $28,836; 1994:
$24,186) .................................
Change in unearned premiums................ 4,990 (31,546) (56,338)
---------- ---------- ----------
Net premiums earned........................ 195,141 170,370 76,989
Net investment income (Note 3(b)).......... 26,846 25,091 15,758
Net realized losses on investments (Note
3(b))..................................... (418) (25) (19)
---------- ---------- ----------
Total revenues......................... 221,569 195,436 92,728
---------- ---------- ----------
EXPENSES
Losses and loss expenses incurred (Note 9). 51,477 60,397 49,801
Underwriting expenses (Note 7) (related
party 1996: $10,419; 1995: $8,524; 1994:
$3,183)................................... 27,268 22,988 8,686
Operational expenses (Note 7) (related
party 1996: $6,500; 1995: $4,500; 1994:
$2,798) .................................. 11,114 6,218 4,066
Corporate expenses......................... 911 1,145 1,866
Interest expense........................... 222 0 0
Exchange loss/(gain)....................... 1,126 240 (1,590)
---------- ---------- ----------
Total expenses......................... 92,118 90,988 62,829
---------- ---------- ----------
Income before minority interest............ 129,451 104,448 29,899
Minority interest (Note 1)................. 47,966 38,774 10,958
---------- ---------- ----------
Net income................................. $ 81,485 $ 65,674 $ 18,941
========== ========== ==========
Net income per share....................... $ 5.40 $ 4.51 $ 1.31
========== ========== ==========
Weighted average number of Common Share and
common share equivalents outstanding...... 23,967,870 23,170,680 22,852,910
========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements

F-4
<PAGE>

LASALLE RE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1996, 1995 AND THE PERIOD FROM OCTOBER 26, 1993 TO
SEPTEMBER 30, 1994
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT SHARE AND PER SHARE
DATA)

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
COMMON SHARES PAR VALUE $1
Balance at beginning of period................... $ 14,398 $ 14,396 $ 0
Issuance of shares............................... 0 2 14,396
-------- -------- --------
Balance at end of period......................... $ 14,398 $ 14,398 $ 14,396
======== ======== ========
ADDITIONAL PAID IN CAPITAL
Balance at beginning of period................... $221,968 $221,945 $ 0
Proceeds on issue of shares in excess of par
value........................................... 0 23 221,945
-------- -------- --------
Balance at end of period......................... $221,968 $221,968 $221,945
======== ======== ========
UNREALIZED LOSS ON INVESTMENTS
Balance at beginning of period................... $ (1,039) $(11,836) $ 0
Unrealized (loss)/gain in period................. (822) 10,797 (11,836)
-------- -------- --------
Balance at end of period......................... $ (1,861) $ (1,039) $(11,836)
======== ======== ========
RETAINED EARNINGS
Balance at beginning of period................... $ 18,095 $ 18,941 $ 0
Net income....................................... 81,485 65,674 18,941
Dividends........................................ (26,637) (66,520) 0
-------- -------- --------
Balance at end of period......................... $ 72,943 $ 18,095 $ 18,941
======== ======== ========
TOTAL SHAREHOLDERS' EQUITY....................... $307,448 $253,422 $243,446
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements

F-5
<PAGE>

LASALLE RE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1996, 1995 AND THE PERIOD FROM OCTOBER 26, 1993 TO
SEPTEMBER 30, 1994
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT SHARE AND PER SHARE
DATA)

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................... $ 81,485 $ 65,674 $ 18,941
Adjustments to reconcile net income to cash
provided by operating activities:
Minority interest in net income............ 47,966 38,774 10,958
Amortization of investment premium......... 3,280 4,535 3,438
Net loss on sale of investments............ 418 25 19
Unrealized loss/(gain) on foreign exchange. 590 (153) (1,319)
Changes in:
Accrued investment income.................. 1,592 (2,294) (13,509)
Reinsurance balances receivable............ 15,412 (35,745) (48,987)
Deferred acquisition costs................. 244 (3,898) (6,809)
Other assets............................... (105) (404) (1,061)
Reserve for losses and loss expenses....... (16,748) 28,923 37,789
Unearned premium reserve................... (4,991) 31,546 56,338
Other liabilities.......................... 2,294 3,187 3,012
--------- --------- ---------
Cash provided by operating activities........ 131,437 130,170 58,810
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments...................... (270,287) (108,796) (381,826)
Net sales/(purchases) of short term
investments................................. 47 2,654 (42,247)
Proceeds on the sale of marketable
securities.................................. 170,296 50,198 5,293
Proceeds on the maturity of marketable
securities.................................. 44,500 25,000 0
--------- --------- ---------
Cash applied to investing activities......... (55,444) (30,944) (418,780)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of dividends......................... (111,363) (30,003) 0
Subscription to share capital................ 0 39 373,068
--------- --------- ---------
Cash (applied to) provided by financing
activities.................................. (111,363) (29,964) 373,068
--------- --------- ---------
Net (decrease)/increase in cash and cash
equivalents................................. (35,370) 69,262 13,098
Cash and cash equivalents at beginning of
period...................................... 82,360 13,098 0
--------- --------- ---------
Cash and cash equivalents at end of period... $ 46,990 $ 82,360 $ 13,098
========= ========= =========
</TABLE>

See accompanying notes to consolidated financial statements

F-6
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30, 1996, 1995 AND THE PERIOD FROM OCTOBER 26, 1993 TO
SEPTEMBER 30, 1994
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT SHARE AND PER SHARE
DATA)

1. GENERAL

The Company was incorporated on September 20, 1995 under the laws of Bermuda
to act as an investment holding company.

LaSalle Re Limited ("LaSalle Re") was incorporated on October 26, 1993 under
the laws of Bermuda and commenced operations on November 22, 1993. The Company
is licensed under the Insurance Act, 1978 as amended by the Insurance
Amendment Act, 1995 of Bermuda to write insurance business and operates as a
multi-line reinsurance company, with emphasis on property catastrophe
business.

Property catastrophe reinsurance covers unpredictable events such as
hurricanes, windstorms, hailstorms, earthquakes, fires, industrial explosions,
freezes, riots, floods and other man-made or natural disasters. Because the
Company has large aggregate exposures to these risks, the Company expects that
its claims experience will be characterized by relatively low frequency and
high severity claims. The occurrence of claims from catastrophic events is
likely to result in substantial volatility in the Company's financial results
for any particular period. The Company endeavors to manage its exposures to
catastrophic events by limiting the amount of its exposure in each geographic
zone worldwide and requiring that its property catastrophe contracts provide
for aggregate limits and attachment points.

On August 26, 1994, LaSalle Re incorporated a subsidiary company in the
United Kingdom, LaSalle Re (Services) Limited, to act as a representative
office for the Company. In addition, on June 11, 1996, LaSalle Re incorporated
a subsidiary company in Bermuda, LaSalle Re Corporate Capital Ltd., to act as
an investment holding company.

In November 1995, the Company and LaSalle Re consummated an offer (the
"Exchange Offer") pursuant to which, among other things, the founding
shareholders of the Company (the "Founding Shareholders") exchanged their
capital stock of LaSalle Re for common shares of the Company (the "Common
Shares") and, in certain circumstances, exchangeable non-voting shares of
LaSalle Re (the "Exchangeable Non-Voting Shares"). The Exchangeable Non-Voting
Shares are held by certain Founding Shareholders who would otherwise hold, or
cause another shareholder to hold, directly, indirectly or constructively, in
excess of 9.9% of the voting power of the Company or LaSalle Re. The
Exchangeable Non-Voting Shares are exchangeable, at the option of the holder,
for Common Shares on a one-for-one basis, unless the board of directors of the
Company determines such exchange may cause actual or potential adverse tax
consequences to the Company or any shareholder. The Exchangeable Non-Voting
Shares will at all times rank as to assets, dividends and in all other
respects on a parity with the common shares of LaSalle Re except that they do
not have the right to vote on any matters except as required by Bermuda law
and in connection with certain actions by the Company.

On November 27, 1995, the Company and certain Founding Shareholders also
consummated an initial public offering of 4,312,500 Common Shares (the
"Offerings"). Of these shares, 2,920,500 were sold by founding shareholders
and 1,392,000 by the Company. The proceeds from the sale of 1,392,000 shares
sold by the Company were used to enable LaSalle Re to redeem shares of its
capital stock (the "Redemption").

Since the consummation of the Exchange Offer, the Offerings and the
Redemption, the Company has owned 100% of the outstanding voting stock which
constitutes approximately 63% of the outstanding capital stock of LaSalle Re.
The minority interest represents approximately the 37% interest in LaSalle Re
not owned by the Company.

The Exchange Offer was accounted for as if it were a pooling of interests of
combining enterprises under common control. The consolidated financial
statements include the results of the Company and the Company's share of
LaSalle Re and its subsidiaries for all periods presented.

F-7
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements are prepared in
accordance with United States generally accepted accounting principles
("GAAP"). The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
and disclosed amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates. The estimates most susceptible to
significant change are those used in determining the reserve for unpaid losses
and loss expenses and ultimate premium written.

The following are the significant accounting policies adopted by the
Company:

(a) Principles of consolidation

The consolidated financial statements include the financial statements of
LaSalle Re Holdings Limited, LaSalle Re Limited and its subsidiaries, LaSalle
Re (Services) Limited and LaSalle Re Corporate Capital Ltd. All significant
intercompany balances and transactions have been eliminated in consolidation.

(b) Premiums earned and deferred acquisition expenses

Premiums written are estimated by management based upon reports received
from ceding companies. These estimates are subject to review with adjustments
recorded in the period in which the actual amounts are determined. Premiums on
property catastrophe excess of loss contracts are earned on a pro rata basis
over the period the coverage is provided, which is generally 12 months. Under
pro rata property catastrophe contracts, the risks underlying the contracts
incept throughout the policy period and premiums generally are earned over an
18 month period. Unearned premiums represent the portion of premiums written
which is applicable to the unexpired terms of the policies in force.

Acquisition costs, mainly brokerage, commissions, underwriting fees and
excise taxes related to unearned premiums are deferred and amortized to income
over the period in which the premiums are earned. Future earned premiums and
anticipated losses and loss adjustment expenses related to those premiums are
considered in determining the recoverability of deferred acquisition costs.
The Company does not consider anticipated future investment income in
determining if a premium deficiency exists.

The reserve for losses and loss expenses is based on reports and individual
case estimates received from ceding companies. An amount is included for
losses and loss expenses incurred but not reported on the basis of reports
received from ceding companies and an internally produced actuarial analysis.

Given the inherent nature of major catastrophic events, considerable
uncertainty underlies the assumptions and associated estimated reserves for
losses and loss expenses. These estimates are reviewed regularly and, as
experience develops and new information becomes known, the reserves are
adjusted as necessary. Such adjustments if any, are reflected in results of
operations in the period in which they are determined and are accounted for as
changes in estimates. Due to the inherent uncertainty in estimating reserves
for losses and loss expenses there can be no assurance that the ultimate
liability will not exceed recorded amounts, with a resulting material effect
on the Company. Based on the current assumptions used in calculating reserves,
management believes that the Company's reserve levels are adequate to meet its
future obligations.

Reserves are recorded without consideration of potential salvage or
subrogation recoveries which are estimated to be immaterial. Such recoveries,
when realized, are reflected as a reduction of losses incurred.

F-8
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(d) Investments

The Company's investments comprise fixed interest securities and short term
investments, such as certificates of deposit or commercial paper. All
investments are considered to be available for sale under the definition
included in Statement of Financial Accounting Standards No. 115. As such, they
are reported at fair value with unrealized gains and losses reported as a
separate component of shareholders' equity, net of amounts attributable to
minority interests.

Purchases and sales of investments are accounted for on the trade date of
the transaction.

(e) Investment income

Investment income, net of investment expenses, is accrued to the balance
sheet date and includes amortization of premiums and discounts relative to
fixed interest securities purchased at prices different to par value.

Realized gains or losses on sales of investments are determined on the basis
of specific identification and are included as part of net investment income
in the statements of operations.

(f) Translation of foreign currencies

The U.S. dollar is the Company's functional currency. Foreign currency
monetary assets and liabilities are translated at exchange rates in effect at
the balance sheet date. Unearned premiums and deferred acquisition costs are
translated at historic exchange rates. Foreign currency revenues and expenses
are translated at the exchange rates in effect at the date of the transaction.
Exchange gains and losses are included in the determination of net income.

The Company enters into foreign exchange contracts to manage the currency
risks associated with the receipt of non-U.S. dollar insurance premiums.
Realized and unrealized gains and losses on these contracts are included in
the determination of net income.

(g) Fair value of financial statements

Fair value disclosures with respect to certain financial instruments are
separately included herein, where appropriate.

The carrying values of other financial instruments, including cash and cash
equivalents, reinsurance balances receivable, accrued investment income,
promissory note receivable and other liabilities approximate their fair value
due to the short term nature of the balances.

(h) Corporate expenses

Corporate expenses are expensed as they are incurred on an accruals basis.

(i) Cash and cash equivalents

For the purposes of the statements of cash flows, the Company considers all
time deposits and certificates of deposit with an original maturity of 90 days
or less as equivalent to cash.

F-9
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(j) Stock incentive compensation plans

The Company accounts for stock option grants in accordance with APB opinion
No. 25, Accounting for Stock Issued to Employees, and, accordingly, recognizes
compensation expense for stock option grants to the extent that the fair value
of the stock exceeds the exercise price of the option at the measurement date.
Any resulting compensation expense is recorded over the shorter of the vesting
or service period.

(k) Income per common share

Net income per common share is calculated by dividing net income by the
weighted average number of common shares and common share equivalents
outstanding during the period. The Exchangeable Non-Voting Shares in LaSalle
Re are considered common share equivalents as are stock options and stock
appreciation rights which are included in the computation of weighted average
number of common shares outstanding using the treasury stock method. There is
no material difference between primary and fully diluted net income per common
share.

3. INVESTMENTS

(a) All fixed interest securities and short term investments are considered
available for sale. The fair values are based on quoted market prices at the
reporting date for those, or similar, investments. As of September 30, 1996
and 1995, the fair values and amortized costs of investments are as follows:

<TABLE>
<CAPTION>
AMORTIZED UNREALIZED UNREALIZED FAIR
1996 COST GAINS LOSSES VALUE
- ---- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. government and agencies........... $ 90,596 $ 221 $ (693) $ 90,124
Non U.S. government and agencies....... 75,863 258 (828) 75,293
Corporate.............................. 326,991 1,077 (2,971) 325,097
-------- ------ ------- --------
$493,450 $1,556 $(4,492) $490,514
======== ====== ======= ========
<CAPTION>
AMORTIZED UNREALIZED UNREALIZED FAIR
1995 COST GAINS LOSSES VALUE
- ---- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. government and agencies........... $ 4,988 $ 0 $ (57) $ 4,931
Non U.S. government and agencies....... 63,208 672 (589) 63,291
Corporate.............................. 373,509 2,950 (4,616) 371,843
-------- ------ ------- --------
$441,705 $3,622 $(5,262) $440,065
======== ====== ======= ========
</TABLE>

The unrealized loss on investments as shown on the consolidated balance
sheet of $1,861 (1995: $1,039) is net of the minority's interest of $1,075
(1995: $601).

Investments held at September 30, 1996 mature as follows:

<TABLE>
<CAPTION>
AMORTIZED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
Less than 1 year..................................... $100,034 $ 99,819
1-5 years............................................ 334,252 331,808
5-10 years........................................... 59,164 58,887
-------- --------
$493,450 $490,514
======== ========
</TABLE>

The following table summarized the composition of the fair value of
available for sale securities by ratings assigned or, with respect to non-
rated issues, as estimated by the Company's investment managers.

F-10
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In the normal course of reinsurance operations, the Company's bankers have
issued letters of credit totalling $15,511 (1995: $15,704) in favor of ceding
insurance companies to secure the Company's obligations under various
reinsurance contracts. At September 30, 1996, $17,837 (1995: $18,059) of fixed
interest securities have been pledged as collateral for these letters of
credit.

(b) Net investment income

Net investment income for the years ended September 30, 1996, 1995 and the
period ended September 30, 1994 is derived from the following sources:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Cash and short term investments..................... $ 1,443 $ 2,558 $ 2,379
U.S. government and agencies fixed interest
securities......................................... 1,631 107 0
Non U.S. government and agencies fixed interest
securities......................................... 4,702 3,224 1,877
Corporate fixed interest securities................. 20,197 20,288 12,315
Gross realized losses............................... (418) (25) (19)
------- ------- -------
Gross investment income............................. 27,555 26,152 16,552
Investment expenses (Note 7)........................ (1,127) (1,086) (813)
------- ------- -------
Net investment income............................... $26,428 $25,066 $15,739
======= ======= =======
</TABLE>

Included in gross investment income for the year ended September 30, 1996
was a charge of $3,280 (1995: $4,535; 1994: $3,438) relating to the
accretion/amortization of investment premium.

The change in net unrealized losses, net of the minority's interest, that
has been included as a separate component of shareholders' equity for the year
ended September 30, 1996 was an increase of $822 (decrease 1995: $10,797;
increase 1994: $11,836).

Proceeds received from the sale of available for sale securities in the
period ended September 30, 1996 were $170,296 (1995: $50,198; 1994: $5,293).

4. OTHER ASSETS

Included in other assets is a promissory note receivable. In connection with
the terms of the Chief Executive Officer's five year employment contract,
LaSalle Re advanced $695 to him for the purpose of purchasing a property in
Bermuda. The advance is evidenced by a promissory note which is secured upon
the title deeds of the property. The promissory note bears interest at the
rate of 8% per annum and is repayable in full at the earlier of the
termination date of the Chief Executive Officer's employment contract or the
date of sale of the property. Under the employment contract LaSalle Re will
assume any gain or loss on the disposition of the property.

F-11
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. SHARE CAPITAL AND ADDITIONAL PAID-IN CAPITAL

The authorized share capital of the Company is 100,000,000 Common Shares of
par value $1 each. As of September 30, 1996 and 1995, the following shares
have been issued and fully paid.

<TABLE>
<CAPTION>
1996 & 1995
----------------------------------
NUMBER OF
SHARES SHARE ADDITIONAL
ISSUED CAPITAL PAID IN CAPITAL
---------- ------- ---------------
<S> <C> <C> <C>
Common Shares................................ 14,397,720 $14,398 $221,968
========== ======= ========
</TABLE>
During the year, the Company established an Employee Stock Purchase Plan
(the "Plan"). Under the Plan, the Company is authorized to sell up to 150,000
Common Shares at a discount equivalent to 15% of the market price, to eligible
employees of the Company and its subsidiaries, and other persons providing
services to those companies. The maximum investment by an employee is $25 per
calendar year. As at September 30, 1996, no shares had been issued in respect
of the Plan.

6. SHARE PURCHASE OPTIONS AND STOCK APPRECIATION RIGHTS

(a) Non-compensatory

The Company has issued options to purchase 136,350 common shares to certain
shareholders and their affiliates. In addition, LaSalle Re has issued options
to purchase 2,199,780 Exchangeable Non-Voting shares. The options became
exercisable on October 1, 1996 and may be exercised until November 22, 2003.

The original exercise price of the options was $16.67 per share, which was
equal to the fair value of the Company's shares at the grant date, minus
dividend adjustments. The current exercise price is $10.45. As the options
were granted to certain of the Founding Shareholders and their affiliates as
an inducement to purchase stock in LaSalle Re, no compensation expense has
been recorded in connection with the options.

(b)(i) Compensatory--Stock Appreciation Rights

In consideration for entering into an employment agreement with LaSalle Re,
the Company's Chief Executive Officer was granted a total of 340,872 Stock
Appreciation Rights (SARs) during 1994. Upon exercise, the SAR's entitle the
Executive to a cash payment equal to the SARs value as of the exercise date.
Alternatively, at the Company's sole discretion, the SARs will entitle the
Executive to either (i) the number of common shares in LaSalle Re Holdings
Limited equal to the aggregate value of the SAR's divided by the fair value of
a common share at the exercise date, or (ii) upon payment of the base value
for each SAR, the number of common shares equal to the number of SARs
exercised. Any common shares taken up through the exercise of the SARs shall
rank equally with the other common shares.

The value of each SAR equals the fair market value of a common share of
LaSalle Re Holdings less the base value on the exercise date, subject to anti-
dilution adjustments. The fair market value shall be determined by the board
of directors of the Company, but shall be based on the market price of the
common shares. The base value of each SAR was $16.67, minus dividend
adjustments. The current exercise price is $10.45.

F-12
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A percentage of these SARs may become exercisable on January 1 of each of
1997, 1998 or 1999. These percentages vary depending on the internal rate of
return achieved during the period from November 22, 1993 through to the date
of exercise and ending on March 30, 2004 or, if earlier, two years after the
Chief Executive Officer's termination of employment. SARs will not be
exercisable unless a targeted internal rate of return of at least 18% per
annum is achieved during the entire measurement period. This is based upon the
financial performance of LaSalle Re from inception to November 27, 1995 and
LaSalle Re Holdings' consolidated performance from that date forward. At
September 30, 1996, the Company's internal rate of return has exceeded 18% and
therefore the Company has charged an expense of $909 (1995: $240; 1994: $Nil).

(b)(ii) Compensatory--Options

In November 1995, the Company adopted a Long Term Incentive Plan (the
"Incentive Plan") which permits the award of various incentives to employees
of the Company, its subsidiaries and other persons providing services to those
companies.

Under the Incentive Plan, the Company granted options for 163,218 common
shares during the year ended September 30, 1996. The options vest rateably in
five annual instalments over 5 years from the grant date. The options can be
exercised over a 10 year period, commencing on the vesting date. As of
September 30, 1996, no options were exercisable. The original exercise price
was $19.25 per share. The current exercise price is $18.75 as adjusted for
dividends. The options were granted at the fair value of the Company's shares
at the grant date.

The Company applies APB Opinion 25 and Related Interpretations in accounting
for the Incentive Plan. Accordingly, no compensation cost has been recognized.
Had compensation cost been determined based on the fair value at the grant
date of the options consistent with the method of SFAS 123, the net income and
earnings per share would have been reduced to the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
1996
-------
<S> <C> <C>
Net Income........................................... As reported $81,485
Pro forma $81,465
Primary earnings per share........................... As reported $ 5.40
Pro forma $ 5.40
</TABLE>

The fair value of the option grants are estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions:
dividend yield of 10% per annum; expected volatility of 9%; and a risk free
interest rate of 5.2%.

7. RELATED PARTY TRANSACTIONS

In addition to the share purchase options discussed in Note 6, LaSalle Re
has entered into the following transactions and agreements with companies
related to the Founding Shareholders:

(a) Premiums written

During the year ended September 30, 1996, LaSalle Re assumed premiums
written of approximately $24,045 (1995: $28,836; 1994: $24,186) from a ceding
company related to a shareholder of LaSalle Re. In addition, LaSalle Re
assumed premiums totalling $23,577 (1995: $22,057; 1994: $14,163) through
brokers related to a shareholder of LaSalle Re. Brokerage fees incurred in
respect of this business were approximately $2,357 (1995: $2,206; 1994:
$1,416). All such transactions were undertaken on normal commercial terms.
Reinsurance balances receivable at the balance sheet date include $11,700
(1995: $25,206) due from such related parties.

F-13
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(b) Underwriting services

LaSalle Re is party to an underwriting services agreement with CNA (Bermuda)
Services Limited ("CNA Bermuda"). Under this agreement, LaSalle Re has granted
CNA Bermuda the authority to provide underwriting services and to underwrite
all classes of insurance and reinsurance as agents for LaSalle Re. LaSalle Re
has agreed to pay fees to CNA Bermuda as follows:

With effect from January 1, 1996:

(i) 1.5% of the gross written and collected premium per fiscal year; and

(ii) An underwriting profit commission equal to 4.0% of the aggregate net
underwriting profits of LaSalle Re, where certain conditions are met.

Prior to January 1, 1996:

(i) 2.0% of the gross written and collected premium per fiscal year, up
to premium of $150,000 plus 1.5% of the gross written and collected premium
in excess of $150,000; and

(ii) An underwriting profit commission equal to 2.5% of the aggregate net
underwriting profits of LaSalle Re, where certain conditions are met.

The Company has incurred $3,081 (1995: $3,411; 1994: $1,465) for
underwriting services provided for the year ended September 30, 1996, of which
$2,482 (1995: $3,629) was payable at September 30, 1996.

The Company has incurred $4,140 (1995: $2,186; 1994: $Nil) for underwriting
profit commission for the year ended September 30, 1996, of which $3,350 was
payable at September 30, 1996 (1995: $2,186).

LaSalle Re is party to an agreement with Aon Risk Consultants (Bermuda)
Limited ("ARC Bermuda"). Under this agreement ARC Bermuda performs certain
actuarial and administrative services on behalf of the Company. LaSalle Re has
agreed to pay management fees to ARC Bermuda as follows:
<TABLE>
<CAPTION>
CALENDAR YEAR
-------------
<S> <C>
1993............................................. $ 548 (pro rata basis)
1994............................................. $3,000
1995............................................. $5,000
1996............................................. $7,000
</TABLE>

Beginning on January 1, 1997, the management fees payable to ARC Bermuda
will be:

(i) $3,300 per annum; and

(ii) an underwriting profit commission equal to 2.75% of the aggregate
net underwriting profit of LaSalle Re, where certain conditions are met.

(d) Investment management services

LaSalle Re is party to an agreement with Aon Advisors (UK) Limited ("Aon
UK") to provide investment management services. LaSalle Re has agreed to pay
fees to Aon UK based on the average daily balance of the investment portfolio
of the preceding quarter, as follows:

<TABLE>
<CAPTION>
PORTFOLIO BALANCE ANNUAL FEE IN BASIS POINTS
----------------- --------------------------
<S> <C>
$0 through $100,000............................ 35
Excess of $100,000 through $200,000............ 25
Excess of $200,000............................. 15
</TABLE>

F-14
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company has incurred $1,028 (1995: $987; 1994: $752) for services
provided for the year ended September 30, 1996, of which $272 (1995: $261) was
payable at September 30, 1996.

(e) Claims handling services

LaSalle Re is party to an agreement with Integrated Runoff Insurance
Services Corporation ("IRISC") whereby IRISC performs certain claims handling
services for LaSalle Re. LaSalle Re has agreed to pay the following minimum
fees to IRISC:

<TABLE>
<CAPTION>
CALENDAR YEAR
-------------
<S> <C>
1994................................................................ $50
1995................................................................ $53
1996................................................................ $56
</TABLE>

The agreement provides for additional fees to be payable if services
provided exceed a certain "base level". Fees in excess of this "base level"
are calculated on an hourly rate.

The Company has incurred $92 (1995: $78; 1994: $47) for services provided
for the year ended September 30, 1996, of which $Nil (1995: $Nil) was payable
at the balance sheet date.

8. CONCENTRATION OF CREDIT RISK

A broker who is unrelated to the Company, arranged more than 16% of the
Company's premiums written for the year ended September 30, 1996 (1995: 21%;
1994: 20%). Another broker who is related to the Company arranged more than
12% (1995: 10%; 1994; 11%). Approximately 13% (1995: 15%; 1994: 18%) of the
gross premiums written for the year ended September 30, 1996 were ceded by
related companies.

9. RESERVE FOR LOSSES AND LOSS EXPENSES

Activity in the reserve for losses and loss expenses during the periods
ended September 30, 1996, 1995 and 1994 is summarized as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Balance as of October 1.............................. $66,654 $37,789 $ 0
------- ------- -------
Incurred related to:
Current year....................................... 31,910 52,587 49,801
Prior year events.................................. 19,567 7,810 0
------- ------- -------
51,477 60,397 49,801
------- ------- -------
Paid related to:
Current year....................................... (10,222) (7,572) (12,012)
Prior year......................................... (58,034) (23,960) 0
------- ------- -------
(68,256) (31,532) (12,012)
------- ------- -------
Balance as of September 30........................... $49,875 $66,654 $37,789
======= ======= =======
</TABLE>

F-15
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The amounts incurred in respect of prior year losses in 1996 relate
primarily to hurricanes Luis and Marilyn which occurred in September 1995.
Additional information reported by ceding companies in the months following
the losses necessitated additional reserving. This impact has been mitigated
by the collection of additional reinstatement premiums. In respect of 1995,
additional losses of $5.7 million (gross of reinstatements of approximately
$1.1 million) related to development of the Northridge earthquake, reflecting
an increase in the market estimates of anticipated total insured loss.

10. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Company's functional currency is the U.S. dollar, however, as the
Company operates internationally, it has exposure to changes in foreign
currency exchange rates. These exposures include net cash inflows on non-U.S.
dollar denominated insurance premiums.

To manage the Company's exposure to these risks, the Company enters into
foreign exchange contracts in the major currencies to which the Company is
exposed. These contracts generally involve the exchange of one currency for
another at some future date. At September 30, 1996, the Company had a notional
principal amount outstanding of approximately $25,192 (1995: $6,129) in
contracts to sell foreign currencies in the future. The fair value of these
contracts, based on quoted forward rates available for the maturity of the
contracts, as at September 30, 1996 was $(571) (1995: $(136)). A loss of $294
(1995: $756; 1994: $nil) is included in the Statements of Operations in
respect of these contracts.

Foreign exchange contracts at September 30, 1996 generally have maturities
of six months or less and relate to major Western currencies. Counterparties
to the transactions are large financial institutions. Although the Company is
exposed to credit loss in the event of non-performance by other parties in the
contracts, such non-performance is not anticipated.

The Company may also enter into foreign exchange contracts to manage the
exposures relating to known reinsurance losses denominated in foreign
currencies. However, no such contracts had been entered into at the balance
sheet date.

11. CREDIT FACILITY

On December 1, 1995, the Company obtained a five year, $100 million
committed line of credit from a syndicate of banks, maturing on December 1,
2000. The proceeds from the facility may only be used to buy preferred shares
of LaSalle Re, which in turn may use the proceeds of such purchase to meet
current cash requirements. The facility is secured by a pledge ("legal
mortgage") of all of the capital stock of LaSalle Re held by the Company,
including any preferred shares that may be issued by LaSalle Re to the
Company. As at September 30, 1996, the facility had not been utilized.

The credit facility contains various covenants, including: limitations on
incurring additional indebtedness; prohibition of dividend payments that would
cause the Company's tangible net worth, defined as total shareholders' equity
and minority interest, to fall below $350 million in calendar 1996, $375
million in calendar years 1997 and 1998 and thereafter $400 million;
restriction of dividends to a maximum of 50% of the consolidated net income
for the immediately preceding fiscal year; restrictions on the sale or lease
of assets not in the ordinary course of business; maintenance of a ratio of
consolidated total debt to consolidated tangible net worth of no more than
0.40 to 1.00; maintenance of tangible net worth at the end of each fiscal year
of the greater of $250 million or 70% of net premiums written; maintenance of
statutory capital at the end of each fiscal year of at least $250 million; and
maintenance of a ratio of net premiums written to statutory capital at the end
of any fiscal quarter of no more than 1.00 to 1.00 in each case. At September
30, 1996, the Company was in compliance with all covenants under the facility.

F-16
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

12. STATUTORY DATA

The Company's ability to pay dividends is subject to certain regulatory
restrictions on the payment of dividends by LaSalle Re. Under The Insurance
Act 1978, amendments thereto and related regulations of Bermuda, LaSalle Re is
required to prepare statutory financial statements and to file in Bermuda a
statutory financial return. LaSalle Re is required to maintain certain
measures of solvency and liquidity.

The statutory capital and surplus of LaSalle Re at September 30, 1996 was
approximately $476,000 (1995: $391,000) and the minimum required statutory
capital and surplus required by its license as a Class 4 insurer, was
approximately $100,000 (1995: $100,000).

In this regard, the declaration of dividends from retained earnings and
distributions from additional paid in capital is limited to the extent that
the above requirements are met. At September 30, 1996, there were no
restrictions on distribution of retained earnings.

13. SEGMENTAL INFORMATION

The following table sets forth the Company's net premiums written and the
percentage thereof allocated to the zone of exposure for the years ended
September 30, 1996 and 1995 and the period ended September 30, 1994:

<TABLE>
<CAPTION>
1996 1995 1994
------------------- ------------------- -------------------
PREMIUMS PREMIUMS PREMIUMS
WRITTEN PERCENTAGE WRITTEN PERCENTAGE WRITTEN PERCENTAGE
-------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
United States........... $ 79,357 41.7% $ 91,561 45.4% $ 67,176 50.4%
Europe
(excluding the U.K.)... 21,959 11.6 21,041 10.4 18,147 13.6
United Kingdom.......... 16,310 8.6 14,089 7.0 8,724 6.5
Japan................... 7,998 4.2 7,642 3.8 4,896 3.7
Australasia............. 11,038 5.8 9,756 4.8 4,510 3.4
Worldwide............... 22,049 11.6 26,893 13.3 7,920 5.9
Worldwide
(excluding U.S.)....... 11,451 6.0 8,789 4.4 6,441 4.8
Other................... 16,433 8.6 16,128 8.0 7,241 5.5
Reinstatement and
adjustment premiums.... 3,556 1.9 6,017 2.9 8,272 6.2
-------- ----- -------- ----- -------- -----
$190,151 100.0% $201,916 100.0% $133,327 100.0%
======== ===== ======== ===== ======== =====
</TABLE>

14. TAXATION

Under current Bermuda law the Company is not required to pay any taxes in
Bermuda on either income or capital gains. The Company has received an
undertaking from the Minister of Finance in Bermuda that will exempt the
Company from taxation until the year 2016 in the event of any such taxes being
imposed.

The Company does not consider itself to be engaged in a trade or business in
the United States and accordingly does not expect to be subject to United
States income taxes.

F-17
<PAGE>

LASALLE RE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)

15. UNAUDITED QUARTERLY FINANCIAL DATA

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
<S> <C> <C> <C> <C>
Year ended September 30, 1996
Net premiums earned.......................... $49,445 $53,647 $55,294 $36,755
Net investment income (net of realized
losses)..................................... 6,204 6,399 6,789 7,036
Losses and loss expenses incurred............ 15,882 18,354 9,954 7,287
Net income................................... 29,400 31,332 40,818 27,901
Net income per share......................... $ 1.23 $ 1.31 $ 1.70 $ 1.16
Year ended September 30, 1995
Net premiums earned.......................... $28,683 $45,344 $48,758 $47,585
Net investment income (net of realized
losses)..................................... 5,585 6,126 6,349 7,006
Losses and loss expenses incurred............ 591 13,462 10,488 35,856
Net income................................... 28,264 31,154 35,320 9,710
Net income per share......................... $ 1.22 $ 1.34 $ 1.49 $ 0.41
</TABLE>

F-18
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPEC-
TUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RE-
LIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITY OTHER THAN THE COMMON SHARES OFFERED HEREBY, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UN-
LAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PRO-
SPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.

----------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Enforcement of Civil Liabilities.......................................... 3
Available Information..................................................... 3
Forward-Looking Statements................................................ 4
Prospectus Summary........................................................ 5
Risk Factors.............................................................. 11
Use of Proceeds........................................................... 20
Price Range of Common Shares.............................................. 20
Dividend Policy........................................................... 21
Capitalization............................................................ 22
Selected Consolidated Financial Data...................................... 23
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 25
Business.................................................................. 32
Management................................................................ 47
Certain Transactions...................................................... 55
Principal and Selling Shareholders........................................ 58
Description of Capital Stock.............................................. 61
Shares Eligible for Future Sale........................................... 64
Certain Tax Considerations................................................ 66
Underwriting.............................................................. 76
Legal Matters............................................................. 78
Experts................................................................... 79
Glossary of Selected Insurance and Reinsurance Terms...................... 80
Index to Consolidated Financial Statements................................ F-1
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

3,150,000 SHARES

LASALLE RE
HOLDINGS LIMITED

COMMON SHARES

--------

PROSPECTUS

, 1996

--------

SMITH BARNEY INC.

LAZARD FRERES & CO. LLC

MORGAN STANLEY & CO.
INCORPORATED

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

[ALTERNATE PAGE]
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED NOVEMBER 25, 1996

PROSPECTUS

3,150,000 SHARES

LASALLE RE HOLDINGS LIMITED

COMMON SHARES

--------

Of the 3,150,000 common shares, par value $1.00 per share (the "Common
Shares"), of LaSalle Re Holdings Limited (the "Company") offered hereby,
630,000 Common Shares are being offered outside the United States and Canada
and 2,520,000 Common Shares are being offered in a concurrent offering inside
the United States and Canada (collectively, the "Offerings"). The public
offering price and the aggregate underwriting discount per Common Share will be
identical for each of the Offerings. See "Underwriting."
All of the 3,150,000 Common Shares offered hereby are being offered by
certain shareholders of the Company (the "Selling Shareholders"). The Company
will not receive any proceeds from the sale of the Common Shares. See "Use of
Proceeds."

The Company is a holding company with no operations or significant assets
other than its ownership of a majority of the capital stock of LaSalle Re
Limited ("LaSalle Re"). Upon completion of the Offerings, certain founding
shareholders of the Company will own approximately 53% of the Common Shares and
approximately 30% of the capital stock of LaSalle Re 51% and 29% if the U.S.
Underwriters' over-allotment option is exercised in full). As a result, such
shareholders, if they act in concert, will be able to control most fundamental
decisions affecting the Company, including the election of directors and the
merger or sale of the Company. See "Risk Factors--Control by Founding
Shareholders," "Certain Transactions," "Principal and Selling Shareholders" and
"Description of Capital Stock."

The Common Shares are quoted on the Nasdaq National Market under the symbol
"LSREF." On November 21, 1996, the last reported sale price of the Common
Shares on the Nasdaq National Market was $25.50 per share. See "Price Range of
Common Shares."
SEE "RISK FACTORS" ON PAGE 11 FOR A DESCRIPTION OF CERTAIN MATTERS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE COMMON SHARES.

--------

<TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS (1) SHAREHOLDERS (2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Common Share.................... $ $ $
- --------------------------------------------------------------------------------
Total (3)........................... $ $ $
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) The Company has agreed to indemnify the U.S. Underwriters and the Managers
against certain liabilities, including liabilities under the Securities Act
of 1933, as amended. See "Underwriting."
(2) Before deducting expenses of the Offerings estimated at $550,000 payable by
the Company.
(3) The Selling Shareholders have granted the U.S. Underwriters a 30-day option
to purchase up to 472,500 additional Common Shares on the same terms as set
forth above to cover over-allotments, if any. If the U.S. Underwriters
exercise such option in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Selling Shareholders will be
$ , $ and $ , respectively. See "Underwriting."

--------

The Common Shares are being offered by the several Managers named herein,
subject to prior sale, when, as and if accepted by them and subject to certain
conditions. It is expected that certificates for the Common Shares offered
hereby will be available for delivery on or about , 1996 at the
offices of Smith Barney Inc., 388 Greenwich Street, New York, New York 10013.

--------
SMITH BARNEY INC.
LAZARD CAPITAL MARKETS
MORGAN STANLEY & CO.
INTERNATIONAL
, 1996
<PAGE>

[ALTERNATE PAGE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPEC-
TUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE COMMON SHARES OFFERED HEREBY, NOR DOES IT CON-
STITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECU-
RITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.

---------------

TABLE OF CONTENTS

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

3,150,000 SHARES

LASALLE RE
HOLDINGS LIMITED

COMMON SHARES

-------

PROSPECTUS

, 1996

-------

SMITH BARNEY INC.

LAZARD CAPITAL MARKETS

MORGAN STANLEY & CO.
INTERNATIONAL

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a statement of the expenses payable by the Company in
connection with issuance and distribution of the securities being registered
hereby. None of the expenses are payable by the Selling Shareholders. All
amounts shown are estimates, except the Commission registration fee, the NASD
filing fee and the Nasdaq quotation fee.

<TABLE>
<S> <C>
SEC registration fee............................................ $ 29,622
NASD filing fee................................................. 10,275
Printing and engraving.......................................... 150,000
Legal fees and expenses......................................... 260,000
Accounting fees and expenses.................................... 40,000
Custodian fees and expenses..................................... 5,000
Blue sky fees and expenses...................................... 6,000
Miscellaneous................................................... 49,103
--------
Total....................................................... $550,000
========
</TABLE>
- --------
*To be filed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to the provisions of the Act, Holdings has adopted provisions in
its Bye-Laws which require it to indemnify its directors and officers in
certain circumstances and specifically to indemnify its directors and officers
against all amounts actually and reasonably incurred to Holdings or its
stockholders by reason of a breach of duty to the Company, provided that such
director or officer acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action, suit or proceeding, had no reasonable cause to believe
that the conduct was unlawful, and except for any claim, issue or matter as to
which such person shall have been finally adjudged to be liable for wilful
negligence, wilful default, fraud or dishonesty in the performance of the duty
to Holdings.

The Company also maintains insurance on its directors and officers, which
covers liabilities under the federal securities laws.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On November 20, 1995, 13,005,720 Common Shares were issued to existing
shareholders of LaSalle Re in exchange for capital stock of LaSalle Re. This
exchange was exempt from registration pursuant to Section 4(2) of the
Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS.

The following documents are filed with this Registration Statement.

II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S> <C>
1.1 Form of U.S. Underwriting Agreement.
1.2 Form of International Underwriting Agreement.
3.1 Memorandum of Association (Incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-1 (No.
33-97304)).
3.2 Bye-Laws (Incorporated by reference to Exhibit 3.1 to Form
10-Q for the quarterly period ended December 31, 1995
(File No. 0-27216)).
5.1 Opinion of Conyers Dill & Pearman regarding the validity
of the Common Shares.
8.1 Opinion of Conyers Dill & Pearman regarding certain Ber-
muda tax matters (included in Exhibit 5.1).
8.2 Opinion of Mayer, Brown & Platt regarding certain U.S. tax
matters.
8.3 Opinion of Clyde & Co. regarding certain U.K. tax matters.
10.1 Excess Ownership Agreement dated November 27, 1995 among
Holdings, LaSalle Re and the Founding Shareholders (In-
corporated by reference to Exhibit 10.3 to Form 10-Q for
the quarterly period ended December 31, 1995 (File No. 0-
27216)).
10.2 Amended and Restated Shareholders Agreement dated November
27, 1995 among Holdings, LaSalle Re and the Founding
Shareholders (Incorporated by reference to Exhibit 10.1
to Form 10-Q for the quarterly period ended December 31,
1995 (File No. 0-27216)).
10.3 Amended and Restated Option Agreement dated November 27,
1995 among Holdings, LaSalle Re and certain of the Found-
ing Shareholders (Incorporated by reference to Exhibit
10.2 to Form 10-Q for the quarterly period ended December
31, 1995 (File
No. 0-27216)).
10.4 Conversion Agreement dated November 27, 1995 among Hold-
ings, LaSalle Re and holders of Exchangeable Non-Voting
Shares (Incorporated by reference to Exhibit 10.4 to
Form 10-Q for the quarterly period ended December 31,
1995 (File No. 0-27216)).
10.5 Amended and Restated Employment Agreement dated October 1,
1993 between Victor H. Blake and LaSalle Re (Incorporated
by reference to Exhibit 10.5 to Form 10-Q for the quar-
terly period ended December 31, 1995 (File No. 0-27216)).
10.6 Amended and Restated Underwriting Services Agreement dated
September 21, 1995 among Holdings, LaSalle Re and CNA
Services (Incorporated by reference to Exhibit 10.6 to
Form 10-Q for the quarterly period ended December 31,
1995 (File No. 0-27216)).
10.7 Amended and Restated Administrative Services Agreement
dated September 21, 1995 among Holdings, LaSalle Re and
Aon Bermuda (Incorporated by reference to Exhibit 10.7 to
Form 10-Q for the quarterly period ended December 31,
1995 (File No. 0-27216)).
10.8** Amended and Restated Investment Management Agreement dated
September 21, 1995 among Holdings, LaSalle Re and Aon Ad-
visors.
10.9** Claims Agreement dated December 16, 1993 between LaSalle
Re and IRISC.
10.10 Employment Agreement dated October 1, 1995, between Andrew
Cook and LaSalle Re (Incorporated by reference to Exhibit
10.10 to Form 10-Q for the quarterly period ended Decem-
ber 31, 1995 (File No. 0-27216)).
10.11 Credit Agreement dated as of December 1, 1995 among Hold-
ings, several banks and Chemical Bank, as administrative
agent (Incorporated by reference to Exhibit 10.9 to
Form 10-Q for the quarterly period ended December 31,
1995 (File No. 0-27216)).
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S> <C>
10.12** First Amendment, dated September 25, 1996 among Holdings,
several banks and Chase Manhattan Bank as administrative
agent, to Credit Agreement dated as of December 1, 1995
among Holdings, several banks and Chemical Bank as admin-
istrative agent.
10.13** Long-Term Incentive Plan.
10.14** Employee Stock Purchase Plan.
10.15** First Amendment dated July 1, 1996 to Amended and Restated
Underwriting Services Agreement dated as of September 21,
1995 between CNA (Bermuda) Services Limited and LaSalle
Re.
10.16** First Amendment dated July 1, 1996 to Amended and Restated
Administrative Services Agreement dated as of September
21, 1995 between Aon Risk Consultants (Bermuda) Limited
and LaSalle Re.
10.17** Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re in respect of 1994 under-
writing year of account (London office).
10.18** Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re in respect of 1995 under-
writing year of account (London office).
10.19** Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re in respect of 1996 under-
writing year of account (London office).
10.20** Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re in respect of 1994 under-
writing year of account (Amsterdam office).
10.21** Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re in respect of 1995 under-
writing year of account (Amsterdam office).
10.22** Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re in respect of 1996 under-
writing year of account (Amsterdam office).
10.23** LMX Quota Share Retrocessional Agreement between Continen-
tal Casualty Company and LaSalle Re for the 1995 under-
writing year of account.
10.24** LMX Quota Share Retrocessional Agreement between Continen-
tal Casualty Company and LaSalle Re for the 1996 under-
writing year of account.
10.25 Amendment of Amended and Restated Employment Agreement
dated as of October 1, 1996 between Victor H. Blake and
the Company.
10.26 Amendment of Amended and Restated Employment Agreement
dated as of October 1, 1996 between Andrew Cook and the
Company.
12.1** Statement Re: Computation of Per Share Earnings.
21.1** Subsidiaries of the Registrant.
23.1 Consent of Conyers, Dill & Pearman (included in Exhibit
5.1).
23.2 Consent of Mayer, Brown & Platt (included in Exhibit 8.2).
23.3 Consent of Clyde & Co. (included in Exhibit 8.3).
23.4 Consent of KPMG Peat Marwick.
24.1** Powers of Attorney (included in signature pages)
</TABLE>
- --------

**Previously filed.

II-3
<PAGE>

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of Prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(3) At the closing specified in the underwriting agreement, it will
provide to the underwriter certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-4
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN LOS ANGELES,
CALIFORNIA, ON THE 22ND DAY OF NOVEMBER, 1996.

LaSalle Re Holdings Limited

By: _________________________________
Name: Andrew Cook
Title: Chief Financial Officer and
Treasurer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE 22ND DAY OF NOVEMBER, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----

<S> <C>
/s/ Victor H. Blake* Chairman, President and Chief Executive
___________________________________________ Officer (Principal Executive Officer)
Victor H. Blake

Chief Financial Officer and Treasurer
___________________________________________ (Principal Financial Officer)
Andrew Cook

/s/ Steven Given* Controller (Principal Accounting Officer)
___________________________________________
Steven Given

/s/ William J. Adamson, Jr.* Director
___________________________________________
William J. Adamson, Jr.

/s/ Andrew Africk* Director
___________________________________________
Andrew Africk
/s/ Ivan P. Berk* Director
___________________________________________
Ivan P. Berk

/s/ Joseph Haviv* Director
___________________________________________
Joseph Haviv

</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----

<S> <C>
/s/ Jonathan H. Kagan* Director
___________________________________________
Jonathan H. Kagan

/s/ Donald P. Koziol, Jr.* Director
___________________________________________
Donald P. Koziol, Jr.

/s/ Lester Pollack* Director
___________________________________________
Lester Pollack

/s/ Peter J. Rackley* Director
___________________________________________
Peter J. Rackley

/s/ Scott A. Schoen* Director
___________________________________________
Scott A. Schoen

/s/ Harvey G. Simons* Director
___________________________________________
Harvey G. Simons

/s/ David A. Stockman* Director
___________________________________________
David A. Stockman

/s/ Paul J. Zepf* Director
___________________________________________
</TABLE> Paul J. Zepf

*By: ________________________________
Andrew Cook
Attorney-in-fact

II-6
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S>
1.1 Form of U.S. Underwriting Agreement.
1.2 Form of International Underwriting Agreement.
3.1 Memorandum of Association (Incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1 (No. 33-97304)).
3.2 Bye-Laws (Incorporated by reference to Exhibit 3.1 to Form 10-Q for
the quarterly period ended December 31, 1995 (File No. 0-27216)).
5.1 Opinion of Conyers Dill & Pearman regarding the validity of the Common
Shares.
8.1 Opinion of Conyers Dill & Pearman regarding certain Bermuda tax
matters (included in Exhibit 5.1).
8.2 Opinion of Mayer, Brown & Platt regarding certain U.S. tax matters.
8.3 Opinion of Clyde & Co. regarding certain U.K. tax matters.
10.1 Excess Ownership Agreement dated November 27, 1995 among Holdings,
LaSalle Re and the Founding Shareholders (Incorporated by reference to
Exhibit 10.3 to Form 10-Q for the quarterly period ended December 31,
1995 (File No. 0-27216)).
10.2 Amended and Restated Shareholders Agreement dated November 27, 1995
among Holdings, LaSalle Re and the Founding Shareholders (Incorporated
by reference to Exhibit 10.1 to Form 10-Q for the quarterly period
ended December 31, 1995 (File No. 0-27216)).
10.3 Amended and Restated Option Agreement dated November 27, 1995 among
Holdings, LaSalle Re and certain of the Founding Shareholders
(Incorporated by reference to Exhibit 10.2 to Form 10-Q for the
quarterly period ended December 31, 1995 (File No. 0-27216)).
10.4 Conversion Agreement dated November 27, 1995 among Holdings, LaSalle
Re and holders of Exchangeable Non-Voting Shares (Incorporated by
reference to Exhibit 10.4 to Form 10-Q for the quarterly period ended
December 31, 1995 (File No. 0-27216)).
10.5 Amended and Restated Employment Agreement dated October 1, 1995
between Victor H. Blake and LaSalle Re (Incorporated by reference to
Exhibit 10.5 to Form 10-Q for the quarterly period ended December 31,
1995 (File No. 0-27216)).
10.6 Amended and Restated Underwriting Services Agreement dated September
21, 1995 among Holdings, LaSalle Re and CNA Services (Incorporated by
reference to Exhibit 10.6 to Form 10-Q for the quarterly period ended
December 31, 1995 (File No. 0-27216)).
10.7 Amended and Restated Administrative Services Agreement dated September
21, 1995 among Holdings, LaSalle Re and Aon Bermuda (Incorporated by
reference to Exhibit 10.7 to Form 10-Q for the quarterly period ended
December 31, 1995 (File No. 0-27216)).
10.8** Amended and Restated Investment Management Agreement dated September
21, 1995 among Holdings, LaSalle Re and Aon Advisors.
10.9** Claims Agreement dated December 16, 1993 between LaSalle Re and IRISC.
10.10 Employment Agreement dated October 1, 1995 between Andrew Cook and
LaSalle Re (Incorporated by reference to Exhibit 10.10 to Form 10-Q
for the quarterly period ended December 31, 1995 (File No. 0-27216)).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S>
10.11 Credit Agreement dated as of December 1, 1995 among Holdings, several
banks and Chemical Bank, as administrative agent (Incorporated by
reference to Exhibit 10.9 to Form 10-Q for the quarterly period ended
December 31, 1995 (File No. 0-27216)).
10.12** First Amendment, dated September 25, 1996, among Holdings, several
banks and Chase Manhattan Bank as administrative agent, to Credit
Agreement dated as of December 1, 1995 among Holdings, several banks
and Chemical Bank, as administrative agent.
10.13** Long-Term Incentive Plan.
10.14** Employee Stock Purchase Plan.
10.15** First Amendment dated July 1, 1996 to Amended and Restated
Underwriting Services Agreement dated as of September 21, 1995 between
CNA (Bermuda) Services Limited and LaSalle Re.
10.16** First Amendment dated July 1, 1996 to Amended and Restated
Administrative Services Agreement dated as of September 21, 1995
between Aon Risk Consultants (Bermuda) Limited and LaSalle Re.
10.17** Quota Share Treaty between CNA International Reinsurance Company
Limited and LaSalle Re in respect of 1994 underwriting year of account
(London office).
10.18** Quota Share Treaty between CNA International Reinsurance Company
Limited and LaSalle Re in respect of 1995 underwriting year of account
(London office).
10.19** Quota Share Treaty between CNA International Reinsurance Company
Limited and LaSalle Re in respect of 1996 underwriting year of account
(London office).
10.20** Quota Share Treaty between CNA International Reinsurance Company
Limited and LaSalle Re in respect of 1994 underwriting year of account
(Amsterdam office).
10.21** Quota Share Treaty between CNA International Reinsurance Company
Limited and LaSalle Re in respect of 1995 underwriting year of account
(Amsterdam office).
10.22** Quota Share Treaty between CNA International Reinsurance Company
Limited and LaSalle Re in respect of 1996 underwriting year of account
(Amsterdam office).
10.23** LMX Quota Share Retrocessional Agreement between Continental Casualty
Company and LaSalle Re for the 1995 underwriting year of account.
10.24** LMX Quota Share Retrocessional Agreement between Continental Casualty
Company and LaSalle Re for the 1996 underwriting year of account.
10.25 Amendment of Amended and Restated Employment Agreement dated as of
October 1, 1996 between Victor H. Blake and the Company.
10.26 Amendment of Amended and Restated Employment Agreement dated as of
October 1, 1996 between Andrew Cook and the Company.
12.1** Statement Re: Computation of Per Share Earnings.
21.1** Subsidiaries of the Registrant.
23.1 Consent of Conyers, Dill & Pearman (included in Exhibit 8.1).
23.2 Consent of Mayer, Brown & Platt (included in Exhibit 8.2).
23.3 Consent of Clyde & Co. (included in Exhibit 8.3).
23.4 Consent of KPMG Peat Marwick.
24.1** Powers of Attorney (included in signature pages).
</TABLE>
- --------

**Previously filed.

<PAGE>

Exhibit 1.1

2,520,000 Shares

LASALLE RE HOLDINGS LIMITED

Common Shares

U.S. UNDERWRITING AGREEMENT
---------------------------

November , 1996

SMITH BARNEY INC.
LAZARD FRERES & CO. LLC
MORGAN STANLEY & CO. INCORPORATED

c/o SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

The persons named in Part A of Schedule I hereto (the "Selling
Shareholders") propose to sell an aggregate of 2,520,000 common shares, par
value $1.00 per share (the "Firm Shares"), of LaSalle Re Holdings Limited, a
Bermuda corporation (the "Company"), to Smith Barney Inc., Lazard Freres & Co.
LLC, and Morgan Stanley & Co. Incorporated (the "U.S. Underwriters"). In
addition, solely for the purpose of covering over-allotments, the Selling
Shareholders propose to sell to the U.S. Underwriters, upon the terms and
conditions set forth in Section 2 hereof, up to an additional 472,500 common
shares, par value $1.00 per share (the "Additional Shares"), of the Company.
The Firm Shares and the Additional Shares are hereinafter collectively referred
to as the "Shares." The Company's common shares, par value $1.00 per share,
including the Shares and the International Shares (as defined herein) as
applicable, are sometimes referred to herein as the "Common Shares." References
herein to "LaSalle Re" are to LaSalle Re Limited, a Bermuda corporation and a
subsidiary of the Company.

It is understood that the Company and the Selling Shareholders are
concurrently entering into an International
<PAGE>

Underwriting Agreement, dated the date hereof (the "International Underwriting
Agreement"), providing for the sale of 630,000 Common Shares (the "International
Shares"), all of which will be sold by the Selling Shareholders through
arrangements with certain underwriters outside the United States and Canada (the
"Managers"), for whom Smith Barney Inc., Lazard Capital Markets and Morgan
Stanley & Co. International Limited are acting as lead Managers (the "Lead
Managers"). The International Shares and the Shares, collectively, are herein
called the "Underwritten Shares."

The Company and the Selling Shareholders also understand that the U.S.
Underwriters and the Lead Managers have entered into an agreement (the
"Agreement Between U.S. Underwriters and Managers") contemplating the
coordination of certain transactions between the U.S. Underwriters and the
Managers and that, pursuant thereto and subject to the conditions set forth
therein, the U.S. Underwriters may purchase from the Managers a portion of the
International Shares or sell to the Managers a portion of the Shares. The
Company and the Selling Shareholders understand that any such purchases and
sales between the U.S. Underwriters and the Managers shall be governed by the
Agreement Between U.S. Underwriters and Managers and shall not be governed by
the terms of this Agreement or the International Underwriting Agreement.

The Company and the Selling Shareholders wish to confirm as follows
their respective agreements with the several U.S. Underwriters in connection
with the several purchases of the Shares by you.

i. Registration Statement and Prospectus. The Company has prepared and
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations of the Commission thereunder, a
registration statement on Form S-1, including prospectuses subject to
completion, relating to the Underwritten Shares. The term "Registration
Statement" as used in this Agreement means the registration statement (including
all financial schedules and exhibits), as amended at the time it becomes
effective, and as thereafter amended by post-effective amendment. The term
"Prospectuses" as used in this Agreement means the prospectuses in

2
<PAGE>

the forms included in the Registration Statement, or, if the prospectuses
included in the Registration Statement omit information in reliance on Rule 430A
under the Act and such information is included in prospectuses filed with the
Commission pursuant to Rule 424(b) under the Act, the term "Prospectuses" as
used in this Agreement means the prospectuses in the forms included in the
Registration Statement as supplemented by the addition of the Rule 430A
information contained in the prospectuses filed with the Commission pursuant to
Rule 424(b). The term "Prepricing Prospectuses" as used in this Agreement means
the prospectuses subject to completion in the forms included in the Registration
Statement at the time of the initial filing of the Registration Statement with
the Commission, and as such prospectuses shall have been amended from time to
time prior to the date of the Prospectuses. If the Company has filed an
abbreviated registration statement to register additional Common Shares pursuant
to Rule 462(b) under the Act (the "Rule 462 Registration Statement"), then any
reference herein to the term "Registration Statement" shall be deemed to include
such Rule 462 Registration Statement.

It is understood that two forms of Prepricing Prospectus and two forms
of Prospectus are to be used in connection with the offering and sale of the
Underwritten Shares: a Prepricing Prospectus and a Prospectus relating to the
Shares that are to be offered and sold in the United States (as defined herein)
or Canada (as defined herein) to U.S. or Canadian Persons (as defined herein)
(the "U.S. Prepricing Prospectus" and the "U.S. Prospectus," respectively), and
a Prepricing Prospectus and a Prospectus relating to the International Shares
which are to be offered and sold outside the United States or Canada to persons
other than U.S. or Canadian Persons (the "International Prepricing Prospectus"
and the "International Prospectus," respectively). The U.S. Prospectus and the
International Prospectus are herein collectively called the "Prospectuses," and
the U.S. Prepricing Prospectus and the International Prepricing Prospectus are
herein called the "Prepricing Prospectuses." For purposes of this Agreement:
"Rules and Regulations" means the rules and regulations adopted by the
Commission under either the Act or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as applicable; "U.S. or Canadian Person" means any
resident or national of the United States or Canada, any corporation,
partnership or other entity created or organized in or under the laws of the
United States or Canada or any estate or trust the income of which is subject to
United States or Canadian income taxation regardless of the source of its income
(other than the foreign branch of any U.S. or Canadian Person), and includes any
United States or Canadian branch of a person other than a U.S. or Canadian
Person; "United States" means the United States of America (including the states
thereof and the District of Columbia) and its territories, its possessions and
other areas subject to its jurisdiction; and "Canada" means Canada and its
territories, its possessions and other areas subject to its jurisdiction.

3
<PAGE>

ii. Agreements to Sell and Purchase. Upon the basis of the
representations, warranties and agreements contained herein and subject to all
the terms and conditions set forth herein and to such adjustments as you may
determine to avoid fractional shares, each Selling Shareholder, severally and
not jointly, agrees to sell to each U.S. Underwriter and each U.S. Underwriter
agrees, severally and not jointly, to purchase from each Selling Shareholder, at
a purchase price of $ [_________] per share (the "purchase price per share"),
the number of Firm Shares that bears the same proportion to the number of Firm
Shares set forth opposite the name of such Selling Shareholder in Schedule I
hereto as the number of Firm Shares set forth opposite the name of such U.S.
Underwriter in Schedule II hereto (or such number of Firm Shares increased as
set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to
be sold by the Selling Shareholders.

Upon the basis of the representations, warranties and agreements
contained herein and subject to all the terms and conditions set forth herein,
the Selling Shareholders listed in Part B of Schedule I hereto also agree,
severally and not jointly, to sell to the U.S. Underwriters, and the U.S.
Underwriters shall have the right to purchase from such Selling Shareholders
listed in Part B of Schedule I hereto, at the purchase price per share, pursuant
to an option (the "over-allotment option") which may be exercised prior to 5:00
P.M., New York City time, on the 30th day after the date of the U.S. Prospectus
(or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next
business day thereafter when the New York Stock Exchange is open for trading),
up to an aggregate of 472,500 Additional Shares from the Selling Shareholders
listed in Part B of Schedule I hereto (the maximum number of Additional Shares
that each of them agrees to sell upon the exercise by the U.S. Underwriters of
the over-allotment option is set forth opposite their respective names in Part B
of Schedule I). The number of Additional Shares that the U.S. Underwriters elect
to purchase upon any exercise of the over-allotment option shall be provided by
each Selling Shareholder who has agreed to sell Additional Shares in proportion
to the respective maximum numbers of Additional Shares that each such Selling
Shareholder has agreed to sell. Additional Shares may be purchased only for the
purpose of covering over-allotments made in connection with the offering of the
Firm Shares. Upon any exercise of the over-allotment option, each U.S.
Underwriter, severally and not jointly, agrees to purchase from each Selling
Shareholder who has agreed to sell Additional Shares the number of Additional
Shares (subject to such adjustments as you may determine in order to avoid
fractional shares) that bears the same proportion to the number of

4
<PAGE>

Additional Shares to be sold by each Selling Shareholder who has agreed to sell
Additional Shares as the number of Firm Shares set forth opposite the name of
such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares
increased as set forth in Section 12 hereof) bears to the aggregate number of
Firm Shares to be sold by the Selling Shareholders.

Certificates in transferable form for the Shares (including any
Additional Shares) that each of the Selling Shareholders agrees to sell pursuant
to this Agreement have been placed in custody with First Chicago Trust Company
of New York (the "Custodian") for delivery under this Agreement pursuant to a
Selling Shareholder's Custody Agreement (the "Custody Agreement") and a Selling
Shareholder's Irrevocable Power of Attorney (the "Power of Attorney") executed
by each of the Selling Shareholders appointing Victor H. Blake, Andrew Cook and
Steven Given as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each
Selling Shareholder agrees that (i) the Shares represented by the certificates
held in custody pursuant to the Custody Agreement are subject to the interests
of the U.S. Underwriters, the Company and each other Selling Shareholder, (ii)
the arrangements made by the Selling Shareholders for such custody are, except
as specifically provided in the Custody Agreement, irrevocable, and (iii) the
obligations of the Selling Shareholders hereunder and under the Custody
Agreement and Power of Attorney shall not be terminated by any act of such
Selling Shareholder or by operation of law, whether by the death, incapacity,
dissolution or liquidation of any Selling Shareholder or the occurrence of any
other event (including, without limitation, the termination of any trust or
estate). If any Selling Shareholder shall die or become incapacitated,
dissolved, liquidated or terminated or if any other such event shall occur
before the delivery of the Shares hereunder and completion of the transactions
contemplated hereby, certificates for the Shares of such Selling Shareholder
shall be delivered to the Underwriters by the Custodian or the Attorneys-in-Fact
in accordance with the terms and conditions of this Agreement and the Custody
Agreement, and such actions shall be valid as if such death, incapacity,
dissolution, liquidation, termination or other event had not occurred,
regardless of whether or not the Custodian or the Attorneys-in-Fact or any U.S.
Underwriter shall have received notice of such death, incapacity, dissolution,
liquidation, termination or other event.

Each U.S. Underwriter represents, warrants, covenants and agrees that,
except as contemplated under Section 2 of the Agreement Between U.S.
Underwriters and Managers dated the date

5
<PAGE>

hereof, (i) it is not purchasing any Shares for the account of anyone other than
a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer,
sell, resell or deliver, directly or indirectly, any Shares or distribute any
U.S. Prospectus outside the United States or Canada or to anyone other than a
U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made
only pursuant to an exemption from the requirement to file a prospectus in the
relevant province of Canada in which such offer is made.

iii. Terms of Public Offering. The Selling Shareholders have been advised
by you that the U.S. Underwriters propose to make a public offering of their
respective portions of the Shares as soon after the Registration Statement and
this Agreement have become effective as in your judgment is advisable and
initially to offer the Shares upon the terms set forth in the U.S. Prospectus.

iv. Delivery of the Shares and Payment Therefor. Delivery to the U.S.
Underwriters of and payment for the Firm Shares shall be made at the office of
LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West 55th Street, New York, NY
10019, at 10:00 A.M., New York City time, on [_________], 1996 (the "Closing
Date"). The place of closing for the Firm Shares and the Closing Date may be
varied by agreement among you, the Company and the Attorneys-in-Fact.

Delivery to the U.S. Underwriters of and payment for any Additional
Shares to be purchased by the U.S. Underwriters shall be made at the
aforementioned office of LeBoeuf, Lamb, Greene & MacRae, L.L.P. at such time on
such date (the "Option Closing Date"), which may be the same as the Closing Date
but shall in no event be earlier than the Closing Date nor earlier than two nor
later than ten business days after the giving of the notice hereinafter referred
to, as shall be specified in a written notice from you on behalf of the U.S.
Underwriters to the Company and the Attorneys-in-Fact of the U.S. Underwriters'
determination to purchase a number, specified in such notice, of Additional
Shares. The place of closing for any Additional Shares and the Option Closing
Date for such Shares may be varied by agreement between you, the Company and the
Attorneys-in-Fact.

Certificates for the Firm Shares and for any Additional Shares to be
purchased hereunder shall be registered in such names and in such denominations
as you shall request by written notice, it being understood that a facsimile
transmission shall be deemed written notice, prior to 9:30 A.M., New York City
time, on the second business day preceding the Closing Date or any Option

6
<PAGE>

Closing Date, as the case may be. Such certificates shall be made available to
you in New York City for inspection and packaging not later than 9:30 A.M., New
York City time, on the business day next preceding the Closing Date or the
Option Closing Date, as the case may be. The certificates and stockpowers
evidencing the Firm Shares and any Additional Shares to be purchased hereunder
shall be delivered to you on the Closing Date or the Option Closing Date, as the
case may be, against payment of the purchase price therefor in immediately
available funds.

v. Agreements of the Company. The Company agrees with the several U.S.
Underwriters as follows:

(ii) The Company will advise you promptly and, if requested by you,
will confirm such advice in writing: (i) of any request by the Commission for
amendment of or a supplement to the Registration Statement, any Prepricing
Prospectuses or the Prospectuses or for additional information; (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose; and (iii) within the period of time referred to in paragraph (f)
below, of any change in the Company's condition (financial or other), business,
prospects, properties, net worth or results of operations, or of the happening
of any event, including the filing of any information, documents or reports
pursuant to the Exchange Act, that makes any statement of a material fact made
in the Registration Statement or the Prospectuses (as then amended or
supplemented) untrue or which requires the making of any additions to or changes
in the Registration Statement or the Prospectuses (as then amended or
supplemented) in order to state a material fact required by the Act or the Rules
and Regulations to be stated therein or necessary in order to make the
statements therein not misleading, or of the necessity to amend or supplement
the Prospectuses (as then amended or supplemented) to comply with the Act or any
other law. If at

7
<PAGE>

any time the Commission shall issue any stop order suspending the effectiveness
of the Registration Statement, the Company will make every reasonable effort to
obtain the withdrawal of such order at the earliest possible time.

(iii) The Company will furnish to you, without charge, four signed
copies of the Registration Statement as originally filed with the Commission and
of each amendment thereto, including financial statements and all exhibits to
the Registration Statement and will also furnish to you, without charge, such
number of conformed copies of the Registration Statement as originally filed and
of each amendment thereto, but without exhibits, as you may reasonably request.

(iv) The Company will not (i) file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectuses of which you
shall not previously have been advised or to which you shall reasonably object
in writing after being so advised or (ii) so long as, in the written opinion of
counsel for the U.S. Underwriters (a copy of which shall be delivered to the
Company), a prospectus is required to be delivered in connection with sales by
any U.S. Underwriter or dealer, file any information, documents or reports
pursuant to the Exchange Act, without delivering a copy of such information,
documents or reports to you, prior to or concurrently with such filing.

(v) Prior to the execution and delivery of this Agreement, the Company
has delivered or will deliver to you, without charge, in such quantities as you
have reasonably requested or may hereafter reasonably request, copies of each
form of the U.S. Prepricing Prospectus. The Company consents to the use, in
accordance with the provisions of the Act and with the securities or Blue Sky
laws of the jurisdictions in which the Shares are offered by the several U.S.
Underwriters and by dealers, prior to the date of the U.S. Prospectus, of each
U.S. Prepricing Prospectus so furnished by the Company.

(vi) As soon after the execution and delivery of this Agreement as
possible and thereafter from time to time for such period as in the written
opinion of counsel for the U.S. Underwriters a U.S. Prospectus is required by
the Act or the Rules and Regulations to be delivered in connection with sales by
any U.S. Underwriter or dealer, the Company will expeditiously deliver to each
U.S. Underwriter and each dealer, without charge, as many copies of the U.S.
Prospectus (and of any amendment or supplement thereto) as you may reasonably
request. The Company consents to

8
<PAGE>

the use of the U.S. Prospectus (and of any amendment or supplement thereto) in
accordance with the provisions of the Act and the Rules and Regulations and with
the securities or Blue Sky laws of the jurisdictions in which the Shares are
offered by the several U.S. Underwriters and by all dealers to whom Shares may
be sold, both in connection with the offering and sale of the Shares and for
such period of time thereafter as the U.S. Prospectus is required by the Act or
the Rules and Regulations to be delivered in connection with sales by any U.S.
Underwriter or dealer. If during such period of time any event shall occur that
in the judgment of the Company or in the written opinion of counsel for the U.S.
Underwriters is required to be set forth in the U.S. Prospectus (as then amended
or supplemented) or should be set forth therein in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary to supplement or amend the U.S. Prospectus to
comply with the Act or any other law, the Company will forthwith prepare and,
subject to the provisions of paragraph (d) above, file with the Commission an
appropriate supplement or amendment thereto and will expeditiously furnish to
the U.S. Underwriters and dealers a reasonable number of copies thereof. In the
event that the Company and you agree that the U.S. Prospectus should be amended
or supplemented, the Company, if requested by you, will promptly issue a press
release announcing or disclosing the matters to be covered by the proposed
amendment or supplement.

(vii) The Company will cooperate with you and with counsel for the
U.S. Underwriters in connection with the registration or qualification of the
Shares for offering and sale by the several U.S. Underwriters and by dealers
under the securities or Blue Sky laws of such jurisdictions as you may
reasonably designate, and will maintain such qualifications in effect for as
long as may be required for the distribution of the Shares, and will file such
consents to service of process or other documents necessary or appropriate in
order to effect such registration or qualification; provided that in no event
shall the Company 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 Shares, or subject it to general taxation, in any jurisdiction where
it is not now so subject.

(viii) The Company will make generally available to its
securityholders a consolidated earnings statement, which need not be audited,
covering a twelve-month period commencing after the effective date of the
Registration Statement and ending not later

9
<PAGE>

than 15 months thereafter, as soon as reasonably practicable after the end of
such period, which consolidated earnings statement shall satisfy the provisions
of Section 11(a) of the Act.

(ix) During the period of three years hereafter, the Company will
furnish to you (i) as soon as available, a copy of each report of the Company
mailed to shareholders or filed with the Commission or the Nasdaq National
Market, and (ii) from time to time such other information concerning the Company
as you may reasonably request; provided that the Company shall not be required
to provide to you any such information that is not available to the public.

(x) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 12 hereof or by notice given by you terminating this
Agreement pursuant to Section 12 or Section 13 hereof) or if this Agreement
shall be terminated by the U.S. Underwriters because of any failure or refusal
on the part of the Company or any of the Selling Shareholders to comply, in any
material respect, with the terms or fulfill, in any material respect, any of the
conditions of this Agreement, the Company agrees to reimburse the U.S.
Underwriters for all reasonable out-of-pocket expenses (including reasonable
fees and expenses of counsel for the U.S. Underwriters) incurred by you in
connection herewith.

(xi) If Rule 430A of the Act is employed, the Company will timely file
the Prospectuses pursuant to Rule 424(b) under the Act and will advise you of
the time and manner of such filing.

(xii) For a period of 180 days after the date hereof (the "Lock-up
Period"), neither the Company nor LasSalle Re will, without the prior written
consent of Smith Barney Inc., sell, offer to sell, solicit an offer to buy,
contract to sell, grant any option or right to purchase or acquire, or otherwise
transfer or dispose of, any common shares of the Company or LaSalle Re or any of
their respective subsidiaries (or any securities convertible into or exercisable
or exchangeable for such common shares), except that the Company may issue
Common Shares pursuant to stock purchase plans and grant options pursuant to
stock option plans.

(xiii) The Company has furnished or will furnish to you "lock-up"
letters, signed by each of the officers and directors set forth under the
heading "Management" in the Prospectuses and each of the Selling Shareholders,
stating that, for the Lock-up

10
<PAGE>

Period, such officer, director or Selling Shareholder will not, without the
prior written consent of Smith Barney Inc., sell, offer to sell, solicit an
offer to buy, contract to sell, grant any option or right to purchase or
acquire, or otherwise transfer or dispose of, any common shares of the Company
or any of its subsidiaries (or any securities convertible into or exercisable or
exchangeable for such common shares), except that such officer, director, or
Selling Shareholder may (i) sell shares subject to the over-allotment option
pursuant to the U.S. Underwriting Agreement; (ii) sell shares repurchased by the
Company pursuant to the Company's capital management strategy (as contemplated
in the Prospectuses); and (iii) transfer shares as bona fide gifts and pledge
shares so long as the donees or the pledgees, as the case may be, agree in
writing with the U.S. Underwriters to be bound by the terms of such lock-up
letter; each such lock-up letter shall also state that prior to the expiration
of the Lock-Up Period, such officer, director or Selling Shareholder will not
announce or disclose any intention to do anything after the expiration of such
period which such officer, director or Selling Shareholder is prohibited, as
provided in this Section 5(m), from doing during such period.

(xiv) Except as stated in this Agreement and in the International
Underwriting Agreement and in the Prepricing Prospectuses and Prospectuses,
neither the Company nor any of its subsidiaries has taken or will take, directly
or indirectly, any action designed to or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of the Common
Shares or any other security of the Company to facilitate the sale or resale of
the Shares pursuant to the distribution contemplated by this Agreement.

(xv) The Company will use its best efforts to have the Common Shares
listed on the Nasdaq National Market concurrently with the effectiveness of the
registration statement and to maintain such listing and the registration of the
Shares under the Exchange Act.

(xvi) The Company hereby validly and irrevocably submits to the
jurisdiction of any federal or state court sitting in The City of New York and
irrevocably waive, to the fullest extent permitted by law, any objection that
either of them may now or hereafter have to the laying of venue of any such
suit, action or proceeding brought in any such court based on or arising under
this Agreement and any claim that any such suit, action or

11
<PAGE>

proceeding brought in any such court has been brought in an inconvenient forum.

(xvii) The Company will use all reasonable commercial efforts to
satisfy on or before the Closing Date all conditions contained in Section 10
hereof to the U.S. Underwriters' obligations to purchase the Shares.

vi. Agreements of the Selling Shareholders. Each of the Selling
Shareholders agrees with the several U.S. Underwriters as follows:

(i) Such Selling Shareholder will cooperate to the extent necessary to
cause the registration statement or any post-effective amendment thereto to
become effective at the earliest possible time.

(ii) Such Selling Shareholder will pay all Federal and other taxes,
if any, on the transfer or sale of such Shares that are sold by the Selling
Shareholder to the U.S. Underwriters.

(iii) Such Selling Shareholder will do or perform all things required
to be done or performed by the Selling Shareholder prior to the Closing Date or
any Option Closing Date, as the case may be, to satisfy all conditions precedent
to the delivery of the Shares pursuant to this Agreement.

(iv) Such Selling Shareholder has executed or will execute a "lock-up"
letter as provided in Section 5(m) above and will not, without the prior written
consent of Smith Barney Inc., sell, offer to sell, solicit an offer to buy,
contract to sell, grant any option or right to purchase or acquire, or otherwise
transfer or dispose of, any common shares of the Company or any of its
subsidiaries (or any securities convertible into or exercisable or exchangeable
for such common shares), except for sales to the U.S. Underwriters pursuant to
this Agreement and the Managers pursuant to the International Underwriting
Agreement, and except that such Selling Shareholder may sell shares repurchased
by the Company pursuant to the Company's capital management strategy as
contemplated in the Prospectuses and may transfer shares as bona fide gifts and
pledge shares so long as donees or the pledgees, as the case may be, agree in
writing with the Underwriters to be bound by the terms of such "lock-up" letter.

(v) Except as stated in this Agreement and the International
Underwriting Agreement and in the Prepricing

12
<PAGE>

Prospectuses and the Prospectuses, such Selling Shareholder has not taken, nor
will it take, directly or indirectly, any action designed to or that might
reasonably be expected to cause or result in stabilization or manipulation of
the price of the Common Shares or any other security of the Company to
facilitate the sale or resale of the Shares pursuant to the distribution
contemplated by this Agreement.

(vi) Such Selling Shareholder will advise you promptly upon becoming
aware, and if requested by you, will confirm such advice in writing, within the
period of time referred to in Section 5(f) hereof, of any change in the
Company's or LaSalle Re's condition, financial or otherwise, earnings, business,
prospects, properties or results of operations, or of the happening of any event
that makes any statement made in the Registration Statement or the Prospectuses
(as then amended or supplemented) untrue or which requires the making of any
additions to or changes in the Registration Statement or the Prospectuses (as
then amended or supplemented) in order to state a material fact required by the
Act or the Rules and Regulations to be stated therein or necessary in order to
make the statements therein not misleading, or of the necessity to amend or
supplement the Prospectuses (as then amended or supplemented) to comply with the
Act or any other law.

vii. Representations and Warranties of the Company. The Company represents
and warrants to each U.S. Underwriter that:

(i) Each U.S. Prepricing Prospectus included as part of the
Registration Statement as originally filed or as part of any amendment or
supplement thereto, or filed pursuant to Rule 424 under the Act, complied when
so filed in all material respects with the provisions of the Act and the Rules
and Regulations, and did not contain any untrue statement of a material fact or
omit to state any 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; except that this representation and warranty does not
apply to statements in or omissions from such U.S. Prepricing Prospectus (or any
amendment or supplement thereto) made in reliance upon and in conformity with
information relating to any U.S. Underwriter or Manager furnished to the Company
in writing by a U.S. Underwriter or by a Manager through the Lead Managers
expressly for use therein.

(ii) The Registration Statement in the form in which it became or
becomes effective and also in such form as it may be when any post-effective
amendment thereto shall become effective and the

13
<PAGE>

Prospectuses and any supplement or amendment thereto when filed with the
Commission under Rule 424(b) under the Act, complied or will comply in all
material respects with the provisions of the Act and the Rules and Regulations
and will not at any such times 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; except that this representation and
warranty does not apply to statements in or omissions from the Registration
Statement or the Prospectuses (or any amendment or supplement thereto) made in
reliance upon and in conformity with information relating to any U.S.
Underwriter or Manager furnished to the Company in writing by a U.S. Underwriter
or by a Manager through the Lead Managers expressly for use therein.

(iii) No order preventing or suspending the use of any Prepricing
Prospectus has been issued by the Commission and no proceedings for that purpose
shall have been instituted or, to the knowledge of the Company, threatened or
contemplated by the Commission.

(iv) The consolidated financial statements of the Company (together
with related notes) included in the Registration Statement and Prospectuses
comply as to form in all material respects with the requirements of the Act and
the Rules and Regulations and present fairly the financial position of the
Company as at the dates indicated and the results of its operations for the
periods specified; such financial statements have been prepared in conformity
with United States generally accepted accounting principles applied on a
consistent basis during the periods involved, except as disclosed therein; and
the supporting schedules included in the Registration Statement present fairly
the information required to be stated therein. All statutory financial
statements of the Company and its subsidiaries where required or permitted to be
prepared in accordance with the insurance laws of each of the jurisdictions in
which it conducts its business and the rules and regulations promulgated
thereunder, from which certain ratios and other statistical data contained in
the Registration Statement and the Prospectuses have been derived, and for each
relevant period have been prepared in conformity in all material respects with
the requirements of such insurance laws and such rules and regulations and
present fairly the information purported to be shown.

(v) Since the respective dates as of which information is given in the
Registration Statement and the Prospectuses, except

14
<PAGE>

as otherwise stated therein, (i) there has been no material adverse change in
the condition, financial or otherwise, earnings, business, prospects, or results
of operations of the Company and its subsidiaries considered as a whole, whether
or not arising in the ordinary course of business, (ii) there have been no
material transactions entered into by the Company or any of its subsidiaries
other than those in the ordinary course of business, (iii) neither the Company
nor any of its subsidiaries has incurred any liability or obligation, direct or
contingent, that is material to the Company and its subsidiaries considered as a
whole, and there has not been any change in the capital stock of the Company or
any payment of or declaration to pay any dividends or any other distributions
with respect to the Company's capital stock, except as set forth in the
Prospectuses, and (iv) there has not been any material change in the
shareholders' equity, statutory surplus or reserves (including any such change
in the loss and loss expense reserves) of the Company or any of its
subsidiaries.

(vi) The Company has been duly incorporated and organized and is
validly existing as a corporation and as an exempted company in good standing
under the laws of Bermuda with all requisite power and authority (corporate and
other) to own, lease and operate its properties and conduct its business as
described in the Registration Statement and Prospectuses; and the Company is
duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which it owns or leases property or in which
the conduct of its business requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not have a
material adverse effect on the condition, financial or otherwise, earnings,
business, prospects, or results of operations of the Company and its
subsidiaries considered as a whole.

(vii) Each of the subsidiaries of the Company has been duly
incorporated and organized and is validly existing as a corporation and in the
case of LaSalle Re as an exempted company in good standing under the laws of the
jurisdiction of its incorporation, with all requisite power and authority
(corporate and other) to own, lease and operate its properties and conduct its
business as described in the Registration Statement and Prospectuses; and each
is duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which it owns or leases property or in which
the conduct of its business requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not have a
material adverse effect on the condition, financial or otherwise,

15
<PAGE>

earnings, business, prospects, or results of operations of the Company and its
subsidiaries considered as a whole; all of the issued and outstanding capital
stock of each subsidiary of the Company has been duly authorized and validly
issued and is fully paid and non-assessable, and (except as otherwise described
in the Registration Statement and the Prospectuses) as of the Closing Date all
such capital stock will be owned by the Company, directly or through one or more
of its subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance,
security interest adverse claim or equity.

(viii) Neither the Company nor any of its subsidiaries is in violation
of its or any of their charters or bye-laws or other organizational documents or
in default in the performance or observance of any obligation, agreement,
covenant or condition contained in any material contract, indenture, mortgage,
loan agreement, note, lease or other agreement or instrument to which it or any
of them is a party or by which it or any of them or their properties may be
bound; no consent, approval, authorization, order, registration, filing,
qualification or other action of or with any court, regulatory body, arbitrator,
administrative body or other governmental authority or agency (including,
without limitation, any insurance regulatory agency or body) is required for the
issue and sale of the Shares or the consummation by the Company of the
transactions contemplated by this Agreement, except such as may be required and
have been obtained from the Bermuda Monetary Authority and under the Act, the
Exchange Act, the Rules and Regulations or as may be required under state
securities or Blue Sky laws (including state insurance securities laws) in
connection with the distribution of the Shares by the U.S. Underwriters; and the
issue and sale of the Shares, the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated herein will not
conflict with or constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to, any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which it or any of them may be bound or to which any of the property or assets
of the Company or any of its subsidiaries is subject, nor will any such action
conflict with or result in a breach or violation of the terms and provisions of
or constitute a default under (i) the memorandum of association or bye-laws or
other organizational documents of the Company or any of its subsidiaries or (ii)
any statute, rule, regulation or administrative or court decree or order of any
governmental agency

16
<PAGE>

or body (including, without limitation, any insurance regulatory agency or body)
or any court or arbitrator, which is applicable to the Company or any of its
subsidiaries or any of their respective properties.

(ix) The Company and each of its subsidiaries possess all necessary
consents, authorizations, approvals, orders, licenses, certificates, or permits
issued by any regulatory agencies or bodies (collectively, "Permits") which are
necessary to conduct the business now operated by them; each of the Company and
its subsidiaries has fulfilled and performed all obligations necessary to
maintain such Permits; all of such Permits are in full force and effect; there
is no pending, or to the knowledge of the Company or any of its subsidiaries,
contemplated or threatened action, suit, proceeding, investigation or event
against or involving the Company or any of its subsidiaries (and neither the
Company nor any of its subsidiaries know of any reasonable basis for any such
action, suit, proceeding, investigation or event) that could lead to the
revocation, modification, termination, suspension or any other material
impairment of the rights of the holder of any such Permit which, individually or
in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would materially and adversely affect the condition, financial or otherwise,
earnings, business, prospects or results of operations of the Company and its
subsidiaries considered as a whole; neither the Company nor any of its
subsidiaries has received any notification from any insurance authority,
commission or other insurance regulatory body to the effect that any additional
Permit from such authority, commission or body is needed to be obtained by
either the Company or any of its subsidiaries; and no insurance regulatory
agency or body has issued any order or decree impairing, restricting or
prohibiting the payment of any dividends by the Company or any of its
subsidiaries or the continuation of the business of the Company or any
subsidiary of the Company as currently conducted.

(x) Except as set forth in the Prospectuses, as amended or
supplemented, there is no (i) action, suit or proceeding before or by any court
or governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company or any of its subsidiaries, contemplated or threatened
against the Company or any of its subsidiaries, (ii) statute, rule, regulation
or order that has been enacted, adopted or issued by any governmental agency or
body, domestic or foreign, or (iii) injunction, restraining order or order of
any nature by a court of competent jurisdiction that has been issued, any of the
foregoing of which (a) might individually or in the aggregate result in any
material adverse

17
<PAGE>

change in the condition, financial or otherwise, earnings, business, prospects
or results of operations of the Company and its subsidiaries considered as a
whole, (b) might materially and adversely affect the properties or assets
thereof, (c) might interfere with or adversely affect the offering of the Shares
in the manner contemplated by the Prospectuses, (d) is required to be disclosed
in the Registration Statement or the Prospectuses and is not disclosed or (e) in
any manner seek to challenge the validity of this Agreement or the Shares; and
there are no material contracts or other documents which are required to be
described in the Registration Statement or the Prospectuses or filed as exhibits
to the Registration Statement by the Act or by the Rules and Regulations which
have not been so described or have not been so filed as required.

(xi) Each of the Company and its subsidiaries has good and marketable
title to all personal property and assets owned by it, in each case free and
clear of all liens, encumbrances and defects except (i) such as are referred to
in the Prospectuses or (ii) such as do not materially and adversely affect the
value of such property to the Company or such subsidiary, and do not materially
interfere with the use made and proposed to be made of such property by the
Company or such subsidiary; neither the Company nor any of its subsidiaries owns
any real property; and any real property and buildings held under lease by the
Company or any of its subsidiaries 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 by the Company or any of its
subsidiaries, and no default (other than any default by the lessor) related
thereto has occurred or is continuing.

(xii) This Agreement has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms.

(xiii) The Company and LaSalle Re have an authorized capitalization as
set forth in the Prospectuses, and on the Closing Date, all of the outstanding
shares of capital stock of the Company and LaSalle Re (including the Shares)
will have been duly authorized and validly issued and will be fully paid and
non-assessable; such shares conform to the description thereof contained in the
Prospectuses; the Shares are not subject to pre-emptive or other similar rights;
the form of certificates for the Shares conforms to the requirements of the laws
of Bermuda and

18
<PAGE>

the Nasdaq National Market; and the Shares have been approved for quotation on
the Nasdaq National Market.

(xiv) There is no action, suit or proceeding before or by any court
or governmental agency or body, domestic or foreign, now pending, or to the
knowledge of the Company or its subsidiaries, contemplated or threatened against
the Company or any of its subsidiaries, or any injunction, restraining order or
order of any nature by a court of competent jurisdiction, arising out of or in
connection with the consummation of the transactions contemplated by this
Agreement.

(xv) On the Closing Date, except as set forth in the Prospectuses,
the Company will be the exclusive owner of all rights, title and interests in
LaSalle Re that were previously held by shareholders of LaSalle Re that exchange
their shares for Common Shares to be sold pursuant to the Prospectuses.

(xvi) Consummation of the transactions contemplated by this Agreement,
including but not limited to any actions taken pursuant to the indemnification
and contribution provisions set forth herein, will not constitute unlawful
financial assistance by the Company or LaSalle Re under Bermuda law.

(xvii) Except as described in the Prospectuses, there are no (i)
contracts, agreements or understandings between the Company or any of its
subsidiaries and any person granting such person the right to require the
Company or such subsidiary to file a registration statement under the Act with
respect to any securities of the Company or such subsidiary owned or to be owned
by such person or to require the Company to include such securities under the
Registration Statement or with any securities being registered pursuant to any
other registration statement filed by the Company or such subsidiary under the
Act or (ii) outstanding options, warrants or other rights with respect to the
issuance of, and there are no commitments, plans or arrangements to issue, any
shares of capital stock of the Company or any subsidiary or any security
convertible or exchangeable into or exercisable for such shares.

(xviii) Each of the Company and its subsidiaries has filed all
reports, information statements and other documents as required to be filed
pursuant to applicable insurance statutes, including the statutes relating to
companies which control insurance companies, and the rules, regulations and
interpretations of the insurance regulatory authorities thereunder (the
"Applicable

19
<PAGE>

Insurance Laws"), and has duly paid all taxes (including franchise taxes and
similar fees) it is required to have paid under the Applicable Insurance Laws,
except where the failure to file such statement or reports would not have a
material adverse effect on the condition, financial or otherwise, earnings,
business, prospects or results of operations of the Company and its subsidiaries
considered as a whole; and each of the Company and its subsidiaries maintains
its books and records in accordance with the Applicable Insurance Laws, except
where the failure to so maintain its books and records would not have a material
adverse effect on the condition, financial or otherwise, earnings, business,
prospects, or results of operations of the Company and its subsidiaries
considered as a whole.

(xix) LaSalle Re is duly registered as an insurer and is subject to
regulation and supervision in Bermuda. Each of the Company and its subsidiaries
is duly licensed or admitted as an insurer or an insurance holding company, as
applicable, in each jurisdiction where it is required to be so licensed or
admitted to conduct its business as described in the Prospectuses.

(xx) The Company and each of its subsidiaries are in compliance with
the applicable requirements of the Bermuda Insurance Act 1978, as amended, and
any applicable rules and regulations thereunder (collectively, the "Bermuda
Insurance Act"); neither the Company nor any of its subsidiaries is subject to
the insurance laws of any other jurisdiction, provided that LaSalle Re Corporate
--------
Capital Ltd., a Bermuda corporation and a subsidiary of the Company ("LaSalle Re
Capital"), must be admitted by Lloyd's of London ("Lloyd's") to corporate
membership in order to carry on insurance business as a member of Lloyd's
syndicates.

(xxi) All liability, property and casualty, workers compensation,
directors and officers liability, surety bonds and other similar insurance
contracts that insure the business, properties, operations or affairs of the
Company and each of its subsidiaries or affect or relate to the ownership, use
or operations of the Company's or any of its subsidiaries' assets or properties
are in full force and effect and, to the knowledge of the Company and each of
its subsidiaries, are with financially sound and reputable insurers and in
accordance with normal industry practice and, to the knowledge of the Company
and each of its subsidiaries, in light of the respective businesses, properties,
operations and affairs of the Company and each of its subsidiaries, are in
amounts and provide coverage that is reasonable and

20
<PAGE>

customary for persons in similar businesses or for similar property.

(xxii) All reinsurance treaties, retrocessional agreements, contracts
and agreements to which the Company or any of its subsidiaries is a party are in
full force and effect and neither the Company nor 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
any such violation or default would not have a material adverse effect on the
condition, financial or otherwise, earnings, business, prospects, or results of
operations of the Company and its subsidiaries taken as a whole; neither the
Company nor any of its subsidiaries has received any notice from any of the
other parties to such treaties, contract or agreements that such other party
intends not to perform in any material respect such treaty, contract or
agreement, and the Company and its subsidiaries have no reason to believe that
any of the other parties to such treaties, contracts or agreements will be
unable to perform such treaty, contract, agreement or arrangement.

(xxiii) To the knowledge of the Company and each of its subsidiaries,
no change in any insurance law or regulation is pending which could have,
individually or in the aggregate, a material adverse effect on the condition,
financial or otherwise, earnings, business, prospects or results of operations
of the Company or any of its subsidiaries.

(xxiv) The Company and LaSalle Re have 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 Prospectuses under the
caption "Certain Tax Considerations--Taxation of the Company and its
Subsidiaries--Bermuda".

(xxv) Other than as permitted by the Act or the Rules and Regulations,
the Company and its subsidiaries have not distributed and will not distribute,
prior to the later to occur of (i) the Closing Date or the Option Closing Date
and (ii) completion of the distribution of the Shares, any prospectus or other
offering material in connection with the offering and sale of the Shares.

(xxvi) No material labor dispute with the employees of the Company or
any of its subsidiaries exists, or to the knowledge of the Company and each of
its subsidiaries, is threatened.

21
<PAGE>

(xxvii) Neither the Company nor any of its subsidiaries is an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment Company Act of 1940, as amended (the "Investment
Company Act").

(xxviii) Other than as set forth in this Agreement, there is no
broker, finder or other party that is entitled to receive from the Company or
any of its subsidiaries any brokerage commission, finder's fee or other like
payment as a result of any of the transactions contemplated by this Agreement.

(xxix) The Company and each of its subsidiaries is in compliance with
all provisions of Section 1 of the Laws of Florida, Chapter 92-198, An Act
------
Relating to Disclosure of Doing Business with Cuba.
- --------------------------------------------------

(xxx) Any certificate signed by an officer of the Company or any of
its subsidiaries in their capacities as such and delivered, pursuant to this
Agreement or in connection with the payment of the purchase price and delivery
of the certificates for the Shares, to the U.S. Underwriters or counsel for the
U.S. Underwriters shall be deemed a representation and warranty by the Company
to the U.S. Underwriters as to the matters covered thereby.

(xxxi) To the knowledge of the Company and each of its subsidiaries,
neither the Company nor any of its subsidiaries has violated any foreign,
federal, state or local law or regulation relating to the protection of human
health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants, or any law relating to discrimination in the
hiring, promotion or pay of employees or any applicable wages and hours laws.

(xxxii) KPMG Peat Marwick, who certified the financial statements and
supporting schedules included in the Registration Statement, is the independent
public accountant with respect to the Company as required by the Act and the
Rules and Regulations.

(xxxiii) Each of the Company and its subsidiaries maintains a system
of internal accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in all material respects in accordance with
management's general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
United States generally accepted accounting principles and with statutory
accounting principles, as the case may be, and to

22
<PAGE>

maintain accountability for assets; (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 existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(xxxiv) Any tax returns required to be filed by the Company or any of
its subsidiaries in any jurisdiction have been filed, and any material taxes,
including any withholding 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.

(xxxv) The Company and each of its subsidiaries owns or has valid
and adequate rights to use all patents, trademarks, trademark registration,
service marks, service mark registrations, trade names, copyrights, licenses,
inventions, trade secrets and rights owned by it or necessary for the conduct
of its respective business, free and clear of all liens, claims, security
interests, encumbrances and restrictions that may materially interfere with the
conduct of its business, and neither the Company nor any of its subsidiaries is
aware of any claim to the contrary or any challenge by any other person to the
rights of the Company or any of its subsidiaries with respect to the foregoing.

(xxxvi) As of the Closing Date, LaSalle Re, LaSalle Re (Services)
Limited ("LaSalle Services") and LaSalle Re Capital will be the only
"subsidiaries" of the Company within the meaning of Rule 405 under the Act.

(xxxvii) There are no currency exchange control laws or withholding
taxes imposed in Bermuda or the United Kingdom that are applicable to the
payment of dividends (i) on the Shares by the Company or (ii) by any subsidiary
of the Company, except in the United Kingdom to the extent that dividends
payable are subject to the payment at the same time of Advance Corporation Tax
under the laws of the United Kingdom.

(xxxviii) Neither the U.S. Underwriters nor any subsequent purchasers
of the Shares is subject to any stamp duty, excise or similar tax imposed in
Bermuda in connection with the offering, sale or purchase of the Shares.

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<PAGE>

(xxxix) The Company and each of its subsidiaries have validly
appointed CT Corporation Systems as its authorized agent to receive service of
process in any suit, action or proceeding as contemplated in Section 5(p) above.

(x1) Each document filed or to be filed by the Company pursuant to the
Exchange Act so long as, in the written opinion of counsel for the U.S.
Underwriters (a copy of which shall be delivered to the Company), a prospectus
is required to be delivered in connection with sales by any U.S. Underwriter or
dealer, complied or will comply when so filed in all material respects with the
Exchange Act and the Rules and Regulations.

viii. Representations and Warranties of the Selling Shareholders. Each
Selling Shareholder, severally and not jointly, represents and warrants to each
U.S. Underwriter that:

(ii) Such Selling Shareholder now has, and on the Closing Date will
have, the legal right and power, and all necessary consents, approvals and
authorizations, to enter into this Agreement, the Custody Agreement and the
Power of Attorney and on the Closing Date, such Selling Shareholder will have
the legal right and power, and all necessary consents, approvals and
authorizations, to sell, transfer and deliver the Shares to be sold by such
Selling Shareholder in the manner provided in this Agreement, such Selling
Shareholder has complied with all of the provisions under the Company's
Memorandum of Association and Bye-Laws in order to sell, transfer and deliver
the Shares to the U.S. Underwriters in the manner provided in this Agreement,
and no such action will conflict with or result in a breach or violation of the
terms and provisions of or constitute a default under any contract, indenture,
mortgage, loan agreement, note, lease or other instrument or agreement to which
such Selling Shareholder is a party or by which it may be bound, nor will any
such action conflict with or result in a breach or violation of the terms and
provisions of or constitute a default under (i) the charter or by-laws or other
organizational documents of such Selling Shareholder or (ii) any statute, rule,
regulation or administrative or court decree or order of any governmental agency
or body or any court or arbitrator, which is applicable to such Selling
Shareholder; and no

24
<PAGE>

consent, approval, authorization, order, filing, registration, qualification or
other action of or with any court, regulatory body, arbitrator, administrative
body or other governmental authority or agency is required for the execution and
delivery of this Agreement, the Custody Agreement or the Power of Attorney, the
sale, transfer and delivery of the Shares or the consummation by such Selling
Shareholder of the transactions contemplated by this Agreement, the Custody
Agreement and the Power of Attorney, except such as may be required and have
been obtained under the Act, the Exchange Act or the Rules and Regulations or as
may be required under state securities or Blue Sky laws (including state
insurance securities laws) in connection with the purchase and distribution of
the Shares by the U.S. Underwriters.

(iii) On the Closing Date, such Selling Shareholder will have, good
and valid title to the Shares to be sold by such Selling Shareholder, free and
clear of any security interests, adverse claims, liens, equities, preferential
arrangements and other encumbrances.

(iv) Prior to the Closing Date, certificates in negotiable form for
the Shares to be sold by such Selling Shareholder will have been placed in
custody, for delivery pursuant to the terms of this Agreement, under the Custody
Agreement, in the form heretofore furnished to you, which Custody Agreement,
prior to the Closing Date, shall have been duly authorized, executed and
delivered by or on behalf of such Selling Shareholder; the Power of Attorney in
the form heretofore furnished to you has been duly authorized, executed and
delivered by or on behalf of such Selling Shareholder; and the Custody Agreement
and such Power of Attorney are valid and binding obligations of such Selling
Shareholder, enforceable against such Selling Shareholder in accordance with
their respective terms.

(v) Delivery of the certificates and executed Share transfers for the
Shares to be sold by such Selling Shareholder pursuant to this Agreement and the
register in the Register of Members of the entities designated by the U.S.
Underwriters will pass good and valid title to such Shares to such entities free
and clear of any security interests, adverse claims, liens, equities,
preferential arrangements and other encumbrances.

(vi) All information furnished in writing by or on behalf of such
Selling Shareholder for use in the Registration Statement and Prospectuses is,
and on the Closing Date will be, true, correct and complete, and does not, and
on the Closing Date will not,

25
<PAGE>

contain any untrue statement of a material fact or omit to state any material
fact necessary to make such information not misleading.

(vii) Unless otherwise noted on Schedule I, such Selling Shareholder
is not an "investment company" or a company "controlled" by an "investment
company" within the meaning of the Investment Company Act. If, as specified on
Schedule I, such Selling Shareholder falls within either of the categories set
forth in the preceding sentence, such Selling Shareholder is in compliance in
all material respects with the provisions of the Investment Company Act.

(viii) Other than as permitted by the Act or the Rules and
Regulations, such Selling Shareholder has not distributed and will not
distribute, prior to completion of the distribution of the Shares, any
prospectus or other offering material in connection with the offering and sale
of the Shares.

(ix) Other than as set forth in this Agreement, there is no broker,
finder or other party that is entitled to receive from such Selling Shareholder
any brokerage commission, finder's fee or other like payment as a result of any
of the transactions contemplated by this Agreement.

(x) Any certificate signed by or on behalf of such Selling Shareholder
(or any of the Attorneys-in-Fact) and delivered, pursuant to this Agreement, or
in connection with the payment of the purchase price and delivery of the
certificates for the Shares, to the U.S. Underwriters or counsel for the U.S.
Underwriters shall be deemed a representation and warranty by such Selling
Shareholder to the U.S. Underwriters as to the matters covered thereby.

(xi) Each of the Selling Shareholders that is a non-U.S. person (as
contemplated by the Power of Attorney) has validly submitted to the jurisdiction
of any federal or state court sitting in The City of New York, has validly and
irrevocably waived, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of venue of any such suit, action or
proceeding brought in any such court based on or arising under this Agreement
and any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum, and has validly and irrevocably
appointed CT Corporation System as its authorized agent to receive service of
process in any such suit, action or proceeding.

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<PAGE>

(xii) Except as set forth in Schedule B to each Power of Attorney,
the undersigned is neither a member of the National Association of Securities
Dealers, Inc. (the "NASD") nor "affiliated" with nor a "person associated with"
such a member as contemplated by the rules of the NASD.

(xiii) There is no action, suit or proceeding before or by any court
or governmental agency or body, domestic or foreign, now pending, or to the
knowledge of such Selling Shareholder, contemplated or threatened against such
Selling Shareholder, or any injunction, restraining order or order of any nature
by a court of competent jurisdiction, arising out of or in connection with the
consummation of the transactions contemplated by this Agreement.

ix. Indemnification and Contribution.

(i) The Company agrees to indemnify and hold harmless each U.S.
Underwriter and each person, if any, who controls any U.S. Underwriter within
the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act from
and against any and all losses, claims, damages, liabilities and expenses
(including reasonable legal fees and expenses and reasonable costs of
investigation) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any U.S. Prepricing Prospectus
or in the Registration Statement or the U.S. Prospectus or in any amendment or
supplement thereto, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses arise out of or are based upon
any untrue statement or omission or alleged untrue statement or omission which
has been made therein or omitted therefrom in reliance upon and in conformity
with the information relating to such U.S. Underwriter or any Manager furnished
in writing to the Company by you or by or on behalf of any Manager through a
Lead Manager expressly for use in connection therewith; provided, however, that
the indemnification contained in this paragraph (a) with respect to any U.S.
Prepricing Prospectus or the U.S. Prospectus shall not inure to the benefit of
any U.S. Underwriter (or to the benefit of any person controlling such U.S.
Underwriter) on account of any such loss, claim, damage, liability or expense
arising from the sale of the Shares by such U.S. Underwriter to any person if a
copy of the U.S. Prospectus (as then amended or supplemented) shall not have
been delivered or sent to such person within the time required by the Act and
the Rules and

27
<PAGE>

Regulations, and the untrue statement or alleged untrue statement or omission or
alleged omission of a material fact contained in such U.S. Prepricing Prospectus
or the U.S. Prospectus was corrected in the U.S. Prepricing Prospectus or the
U.S. Prospectus (as then amended or supplemented), provided that the Company has
delivered the U.S. Prepricing Prospectus or the U.S. Prospectus (as then amended
or supplemented) to the several U.S. Underwriters in requisite quantity on a
timely basis to permit such delivery or sending.

(ii) If any action, suit or proceeding shall be brought against any
U.S. Underwriter or any person controlling any U.S. Underwriter in respect of
which indemnity may be sought against the Company, such U.S. Underwriter or such
controlling person shall promptly notify the parties against whom
indemnification is being sought (the "indemnifying parties"), and such
indemnifying parties shall assume the defense thereof, including the employment
of counsel and payment of all fees and expenses; however, the omission to notify
the indemnifying party shall relieve the indemnifying party from liability only
to the extent prejudiced thereby. Such U.S. Underwriter or any such controlling
person shall have the right to employ separate counsel in any such action, suit
or proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such U.S. Underwriter or
such controlling person unless (i) the indemnifying parties have agreed in
writing to pay such fees and expenses, (ii) the indemnifying parties have failed
to assume the defense and employ counsel within a reasonable period of time
after being notified of such action, suit or proceeding, or (iii) the named
parties to any such action, suit or proceeding (including any impleaded parties)
include both such U.S. Underwriter or such controlling person and the
indemnifying parties and such U.S. Underwriter or such controlling person shall
have been advised by its counsel in writing that representation of such
indemnified party and any indemnifying party by the same counsel would be
inappropriate under applicable standards of professional conduct (whether or not
such representation by the same counsel has been proposed) due to actual or
potential differing interests between them (in which case the indemnifying party
shall not have the right to assume the defense of such action, suit or
proceeding on behalf of such U.S. Underwriter or such controlling person). It is
understood, however, that the indemnifying parties shall, in connection with any
one such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and

28
<PAGE>

expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for all such U.S. Underwriters and controlling persons,
which firm shall be designated in writing by Smith Barney Inc., and that all
such fees and expenses shall be reimbursed as they are incurred. The
indemnifying parties shall not be liable for any settlement of any such action,
suit or proceeding effected without their written consent, but if settled with
such written consent, or if there be a final judgment for the plaintiff in any
such action, suit or proceeding, the indemnifying parties agree to indemnify and
hold harmless any U.S. Underwriter, to the extent provided in the preceding
paragraph, and any such controlling person from and against any loss, claim,
damage, liability or expense by reason of such settlement or judgment.

(iii) Each U.S. Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, the directors and officers of the
Company who sign the Registration Statement and any person who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each U.S. Underwriter, but only with respect to information relating to such
U.S. Underwriter furnished in writing by or on behalf of such U.S. Underwriter
through you expressly for use in the Registration Statement, the U.S. Prospectus
or any U.S. Prepricing Prospectus, or any amendment or supplement thereto. If
any action, suit or proceeding shall be brought against the Company, any of the
Company's directors, any such officer or any such controlling person based on
the Registration Statement, the U.S. Prospectus or any U.S. Prepricing
Prospectus, or any amendment or supplement thereto, and in respect of which
indemnity may be sought against any U.S. Underwriter pursuant to this paragraph
(c), such U.S. Underwriter shall have the rights and duties given to the Company
by paragraph (b) above (except that if the Company shall have assumed the
defense thereof such U.S. Underwriter shall not be required to do so, but may
employ separate counsel therein and participate in the defense thereof, but the
fees and expenses of such counsel shall be at such U.S. Underwriter's expense),
and the Company, the Company's directors, any such officer and any such
controlling person shall have the rights and duties given to the U.S.
Underwriters by paragraph (b) above.

(iv) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall

29
<PAGE>

contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
each of the Selling Shareholders on the one hand and the U.S. Underwriters on
the other hand from the offering of the Shares, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the
Selling Shareholders on the one hand and the U.S. Underwriters on the other hand
in connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Selling Shareholders on the one hand and the U.S. Underwriters on the other hand
shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Selling Shareholders bear
to the total underwriting discounts and commissions received by the U.S.
Underwriters, in each case as set forth in the table on the cover page of the
U.S. Prospectus; provided that, in the event that the U.S. Underwriters shall
have purchased any Additional Shares hereunder, any determination of the
relative benefits received by the Company, the Selling Shareholders or the U.S.
Underwriters from the offering of the Shares shall include the net proceeds
(before deducting expenses) received by the Selling Shareholders, and the
underwriting discounts and commissions received by the U.S. Underwriters, from
the sale of such Additional Shares, in each case computed on the basis of the
respective amounts set forth in the notes to the table on the cover page of the
U.S. Prospectus. The relative fault of the Company and the Selling Shareholders
on the one hand and the U.S. Underwriters on the other hand shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Selling
Shareholders on the one hand or by the U.S. Underwriters on the other hand and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

(v) The Company, the Selling Shareholders and the U.S. Underwriters
agree that it would not be just and equitable if contribution pursuant to this
Section 9 were determined by a pro rata allocation (even if the U.S.
Underwriters were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations
referred to

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<PAGE>

in paragraph (d) above. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities and expenses referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating any claim or defending any such action,
suit or proceeding. Notwithstanding the provisions of this Section 9, no U.S.
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price of the Shares underwritten by it and distributed to the
public exceeds the amount of any damages which such U.S. Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 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. The U.S. Underwriters' obligations to contribute pursuant to
this Section 9 are several in proportion to the respective numbers of Firm
Shares set forth opposite their names in Schedule II hereto (or such numbers of
Firm Shares increased as set forth in Section 12 hereof) and not joint.

(vi) No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding.

(vii) Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to indemnification or contribution under this
Section 9 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 9 and the
representations and warranties of the Company and the Selling Shareholders set
forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any U.S. Underwriter
or any person controlling any U.S. Underwriter, the Company, the Company's
directors or officers or the Selling Shareholders, any director, officer or
partner of a Selling Shareholder or any person controlling the Company or any
Selling Shareholder, (ii) acceptance of any Shares and payment therefor
hereunder, and (iii) any

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<PAGE>

termination of this Agreement. A successor to any U.S. Underwriter or any person
controlling any U.S. Underwriter, or to the Company, the Company's directors or
officers or any person controlling the Company, shall be entitled to the
benefits of the indemnity, contribution and reimbursement agreements contained
in this Section 9.

x. Conditions of U.S. Underwriters' Obligations. The several obligations
of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to
the following conditions:

(i) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
to be declared effective before the offering of the Shares may commence, the
Registration Statement or such post-effective amendment shall have become
effective not later than 5:30 P.M. New York City time, on the date hereof, or at
such later date and time as shall be consented to in writing by you, and all
filings, if any, required by Rules 424 and 430A under the Act shall have been
timely made; no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall have
been instituted or, to the knowledge of the Company or any U.S. Underwriter,
threatened by the Commission, and any request of the Commission for additional
information (to be included in the Registration Statement or the Prospectuses or
otherwise) shall have been complied with to your reasonable satisfaction.

(ii) Subsequent to the effective date of this Agreement, there shall
not have occurred (i) any change, or any development involving a prospective
change, that would have a material adverse effect on the condition, financial or
otherwise, earnings, business, prospects, or results of operations of the
Company and its subsidiaries taken as a whole, not contemplated by the
Prospectuses, which in your opinion would materially adversely affect the market
for the Shares, or (ii) any event or development relating to or involving the
Company or any officer or director of the Company or any Selling Shareholder
which makes any statement made in the Prospectuses untrue or which, in the
opinion of the Company and its counsel or the U.S. Underwriters and their
counsel, requires the making of any addition to or change in the Prospectuses in
order to state a material fact required by the Act or any other law to be stated
therein or necessary in order to make the statements therein not misleading, if
amending or supplementing the Prospectuses to reflect such event or development
would, in

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<PAGE>

your opinion, materially adversely affect the market for the Shares.

(iii) You shall have received on the Closing Date an opinion of Mayer,
Brown & Platt, counsel for the Company and LaSalle Re, dated the Closing Date
and addressed to you to the effect that:

(1) This Agreement is a valid and binding agreement of the Company.

(2) On the Closing Date, all of the outstanding shares of capital
stock of the Company and LaSalle Re (including the Shares) conformed in all
material respects to the description thereof contained in the Prospectuses; to
the knowledge of such counsel, the Shares are not subject to any contractual
pre-emptive or other similar rights; the form of certificates for the Shares
conforms to the requirements of the Nasdaq National Market; and the Shares have
been approved for quotation on the Nasdaq National Market.

(3) To the knowledge of such counsel there is no legal or
governmental action, suit or proceeding before or by any court or governmental
agency or body, domestic or foreign, now pending, contemplated or threatened
against the Company or any of its subsidiaries or any injunction, restraining
order or order of any nature by a court of competent jurisdiction, arising out
of or in connection with the consummation of the transactions contemplated by
this Agreement.

(4) The Registration Statement and each post-effective amendment,
if any, is effective under the Act and the Rules and Regulations and, to such
counsel's knowledge, no stop order suspending the effectiveness of the
Registration Statement or any part thereof or preventing or suspending the use
of any Prepricing Prospectus has been issued under the Act or the Rules and
Regulations or proceedings therefor initiated or threatened or are pending or
contemplated by the Commission, and any required filing of the Prospectuses
pursuant to Rule 424(b) has been made in accordance with such rule.

(5) Statements set forth in the Prospectuses under the headings
"Risk Factors", "Management's Discussion and Analysis of Financial Condition
and Results of Operations", "Business", "Management", "Certain Transactions",
"Description of Capital Stock" and in the Registration Statement under Items 14
and 15 of

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<PAGE>

Part II of the Registration Statement, insofar as such statements constitute a
summary of the legal matters, documents or proceedings or refer to statements of
regulation, law or legal conclusions referred to therein fairly present the
information called for with respect to such legal matters, documents or
proceedings and statements, and are accurate in all material respects.

(6) No consent, approval, authorization, order, filing,
registration, qualification or other action of or with any court, regulatory
body, arbitrator, administrative body or other governmental authority or agency
is required for the issue and sale of the Shares or the consummation of the
transactions contemplated by this Agreement, except such as may be required and
have been obtained under the Act, the Exchange Act and the Rules and
Regulations, or as may be required under state securities or Blue Sky laws
(including state insurance securities laws) in connection with the distribution
of the Shares by the Underwriters and other than the Form SR required to be
filed under the Act and the Rules and Regulations; and the issue and sale of the
Shares, the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein will not conflict with or
constitute a breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any of its subsidiaries pursuant to, any contract, indenture,
mortgage, loan agreement, note, lease or other instrument or agreement to which
the Company or any of its subsidiaries is a party or by which it or any of them
may be bound or to which any of the property or assets of the Company or any of
its subsidiaries is subject and which is listed on Exhibit A to such opinion,
nor will any such action conflict with or result in a breach or violation of the
terms and provisions of or constitute a default under any material statute,
rule, regulation or administrative or court decree or order of any governmental
agency or body or any court or arbitrator, which is applicable to the Company or
any of its subsidiaries or any of their respective properties.

(7) The Company and each of its subsidiaries have validly
appointed CT Corporation Systems as its authorized agent to receive service of
process in any suit, action or proceeding as contemplated in Section 5(p) above.

(8) To the knowledge of such counsel no (i) legal or governmental
action, suit or proceeding before or by any court or governmental agency or
body, domestic or foreign, now pending, contemplated or threatened against the
Company or any of its

34
<PAGE>

subsidiaries; (ii) statute, rule, regulation or order that has been enacted,
adopted or issued by any governmental agency or body, domestic or foreign, or
(iii) injunction, restraining order or order of any nature by a court of
competent jurisdiction that has been issued, any of the foregoing of which (a)
is required to be disclosed in the Registration Statement or the Prospectuses
and is not so disclosed; or (b) in any manner seek to challenge the validity of
this Agreement or the Shares; and, after due inquiry, such counsel is not aware
of any material contract or other document that is required to be described in
the Registration Statement or the Prospectuses or to be filed as an exhibit to
the Registration Statement that is not so described or filed as required.

(9) Neither the Company nor any of its subsidiaries is an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment Company Act.

(10) Such counsel (1) is of the opinion that the Registration
Statement, as of the date it became effective, any amendment to the Registration
Statement, as of its effective date, and the Prospectuses, as of their date
(other than the financial statements and schedules included therein, as to which
no opinion need be expressed) complies as to form in all material respects with
the requirements of the Act and the Rules and Regulations, and (2) shall also
state that nothing has come to their attention that leads them to believe that
(other than the financial statements and schedules included therein, as to which
no belief need be expressed) the Registration Statement, as of the date it
became effective, or any amendment to the Registration Statement, as of its
effective date, contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and that the Prospectuses, as of their dates,
as of the date of any amendments or supplements thereto, and as amended or
supplemented at the Closing Date, contained or contains any untrue statement of
a material fact or omitted or omits to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

(11) The discussion of tax matters set forth under the heading
"Certain Tax Considerations" in the Prospectuses accurately reflects such
counsel's opinion as to such tax laws (subject to the qualifications and
assumptions set forth in such discussion).

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<PAGE>

Such opinion shall also state that such counsel has participated in the
preparation of the Registration Statement and the Prospectuses and has
participated in conferences with officers and other representatives of the
Company and its subsidiaries, at which the contents of the Registration
Statement and Prospectuses were discussed. With respect to subparagraph (x) of
paragraph (c) above, such counsel may state they are not passing upon the
adequacy or accuracy of the financial or statistical data contained in the
Registration Statement or Prospectuses. Regarding matters relating to Bermuda
law, such counsel shall be entitled to rely on the opinion of Conyers, Dill &
Pearman, Bermuda counsel to the Company.

(d) You shall have received a favorable opinion of Conyers, Dill &
Pearman, Bermuda counsel for the Company, LaSalle Re and LaSalle Re Capital,
dated the Closing Date, to the effect that:

(1) Each of the Company, LaSalle Re and LaSalle Re Capital is
incorporated and validly existing as an exempted company, and has been duly
organized (meaning that the provisional directors meeting and the statutory
members meeting required by the Companies Act 1981 have been held), under the
laws of Bermuda and is in good standing under the laws of Bermuda (meaning that
it has not failed to make any required filing with any Bermuda government
authority or to pay any Bermuda government fee or tax, the failure of which
would make such company liable to be struck off the register of companies and
thereby cease to exist under the laws of Bermuda) with all requisite corporate
power and authority and has all necessary permits of Bermuda government
authorities (including regulatory authorities) which remain in full force and
effect, to carry on its business and to own, lease and operate its properties as
both are described in the Registration Statement and the Prospectuses.

(2) Based solely upon certified copies of the respective members
registers, the minutes, resolutions, memoranda of association and Bye-laws of
the Company, LaSalle Re and LaSalle Re Capital which we have examined and
searches of the register of charges maintained by the Bermuda Registrar of
Companies: (a) all of the issued shares in the capital of the Company, including
the Shares to be sold by the Selling Shareholders, have been duly and validly
authorized and issued and are fully paid and non-assessable (which term when
used in such opinion shall mean that no further sums are required to be paid by
the holders thereof in connection with the issue of such shares); and (b) each
of LaSalle Re and

36
<PAGE>

LaSalle Re Capital is a subsidiary of the Company. The Shares are not subject to
any statutory pre-emptive rights (or similar statutory rights), and the form of
share certificates relating thereto conforms with the requirements of Bermuda
law.

(3) LaSalle Re is duly registered as an insurer under The Insurance
Act 1978 and the regulations promulgated thereunder (together, the "Insurance
Act") and as so registered, LaSalle Re may conduct the insurance business as
described in the Prospectuses; and, based solely on Certificates of Compliance
issued by the Bermuda Registrar of Companies and without independent enquiry,
LaSalle Re has filed with the appropriate Bermuda governmental authority
(including regulatory authority) all reports, documents or other information
required to be filed under the Insurance Act.

(4) The Company has taken all corporate action required to authorize
its due execution, delivery and performance of this Agreement. This Agreement
has been duly authorized and executed by the Company and when delivered will
constitute the valid and binding obligations thereof enforceable in accordance
with its terms.

(5) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement and the consummation by
the Company of the transactions contemplated by this Agreement do not and will
not:

(a) violate any provision of the Memorandum of Association or Bye-laws
of the Company or LaSalle Re;
(b) contravene any provision of any of the laws, rules and regulations
of Bermuda;
(c) based solely upon a search of the Cause Book maintained in the
registry of the Bermuda Supreme Court, and without further
enquiry, contravene any judgment, order or decree by the Bermuda
Supreme Court against the Company or LaSalle Re; or
(d) require any consent, approval, authorization, qualification or
order of, or filing or registration with, any Bermuda Court or
Bermuda governmental agency (including regulatory and
administrative), except such as have been obtained or such as may
relate to the effect of the indemnity provisions of this

37
<PAGE>

Agreement on LaSalle Re's statutory solvency margins.

(6) Based solely upon our search of the Cause Book maintained in the
registry of the Bermuda Supreme Court and without further enquiry, there is no
action, suit, proceeding, injunction, restraining order or other order now
pending before any Bermuda Court against the Company, LaSalle Re or LaSalle Re
Capital or any of their respective properties.

(7) Based solely upon a search of the register of charges
maintained by the Bermuda Registrar of Companies, and without further enquiry,
there are no registered liens, encumbrances, equities or claims in such register
of charges in respect of those shares issued in the Company, LaSalle Re and
LaSalle Re Capital other than: (a) a Mortgage of Shares dated as of 1 December
1995 between the Company and Chemical Bank; and (b) a Deed dated as of 1
December 1995 between the Company and Chemical Bank.

(8) All statements made in the Registration Statement and
Prospectuses with respect to statutes, regulations, rules, treaties and other
laws of Bermuda fairly and accurately present the information set forth therein
and such counsel's opinion as to such matters.

(9) Based upon an assumption that there are reasonable grounds for
believing that immediately before and after entering this Agreement the Company
(a) is able to pay its liabilities as they fall due and (b) has assets with a
realizable value equal to or greater than the sum of its respective liabilities,
issued share capital and share premium account, the consummation of the
transactions contemplated by this Agreement (including but not limited to any
actions taken pursuant to the indemnification and contribution provisions
contained herein) will not constitute unlawful financial assistance by the
Company under Bermuda law.

(10) Each of the Company and LaSalle Re has received from the Bermuda
Minister of Finance an assurance pursuant to the Exempted Undertakings Tax
Protection Act 1966 to the effect set forth in the Prospectuses under the
heading "Certain Tax Considerations - Taxation of the Company and its
Subsidiaries -Bermuda."

38
<PAGE>

(11) The U.S. Underwriters and subsequent purchasers of the Shares
purchased pursuant to this Agreement are not subject to any stamp duty, excise
or similar tax imposed in Bermuda in connection with the offering, sale or
purchase of such Shares, and there are no currency exchange control laws or
withholding taxes that are applicable to the payment of dividends by the
Company, LaSalle Re or LaSalle Re Capital.

(12) There are no statutes or Bermuda government rules, regulations or
orders which seek to challenge the validity of this Agreement or the Shares.

(13) The discussion of tax matters relating to Bermuda set forth under
the heading "Certain Tax Considerations" in the Prospectuses accurately reflects
the opinion of such counsel as to such matters (subject to the qualifications
and assumptions set forth in such discussion).

(14) Upon delivery of the share certificates and share transfer forms
duly executed in favour of the U.S. Underwriters' designees in respect of the
Shares to be sold by the Selling Shareholders, and the entry in the Company's
register of members of such designees, such designees will be the registered
owners of legal title to such Shares.

(v) You shall have received a favorable opinion of Clyde & Co., United
Kingdom counsel for the Company and LaSalle Services, dated the Closing Date, to
the effect that:

(1) LaSalle Services has been duly incorporated and organized and is
validly existing as a corporation under the laws of the United Kingdom, with all
requisite power and authority (corporate and otherwise) to own, lease and
operate its properties and conduct its business as described in the Registration
Statement and the Prospectuses; all of the issued and outstanding capital stock
of LaSalle Services has been duly authorized and validly issued and is fully
paid and non-assessable and, all of such capital stock (except as otherwise
described in the Registration Statement of the Prospectuses) will be owned by
the Company, directly or through one or more of its subsidiaries and, to the
knowledge of such counsel, free and clear of any mortgage, pledge, lien,
encumbrance, security interest, adverse claim or equity.

(2) There are no currency exchange control laws or withholding taxes
that are applicable to the payment of dividends by LaSalle Services, except to
the extent that dividends payable

39
<PAGE>

are subject to the payment at the same time of Advance Corporation Tax under the
tax laws of the United Kingdom.

(3) The discussion set forth under the heading "Certain Tax
Consideration--Taxation of the Company and its Subsidiaries--United Kingdom" in
the Prospectuses is accurate (subject to the qualifications, limitations and
assumptions set forth in such discussion).

(4) Neither the Company nor any of its subsidiaries is required to
be licensed or admitted as an insurer or an insurance holding company, as
applicable, under, or to otherwise comply with, the insurance laws or
regulations of any jurisdiction within the United Kingdom in order to conduct
their respective businesses as described in the Prospectuses, provided that
--------
LaSalle Re Capital must be admitted by Lloyd's to corporate membership in order
to carry on insurance business as a member of Lloyd's syndicates.

(vi) You shall have received a favorable opinion of counsel for each
Selling Shareholder, dated the Closing Date, to the effect that:

(1) This Agreement has been duly authorized, executed and delivered by
or on behalf of such Selling Shareholder and is a valid and binding agreement of
such Selling Shareholder, enforceable against such Selling Shareholder in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

(2) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein will not conflict with or
result in a breach or violation of the terms and provisions of or constitute a
default under the charter or by-laws or other organizational documents of such
Selling Shareholder.

(3) The Custody Agreement and the Power of Attorney have been duly
authorized, executed and delivered by or on behalf of such Selling Shareholder
and are valid and binding obligations of such Selling Shareholder, enforceable
against such Selling Shareholder in accordance with their respective terms,
subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws of general applicability

40
<PAGE>

relating to or affecting creditors' rights and to general equity principles.

(4) Delivery of the certificates and executed Share transfers for the
Shares to be sold by such Selling Shareholder pursuant to this Agreement and the
register in the Register of Members of the entities designated by the U.S.
Underwriters will pass good and valid title to such Shares to such entities free
and clear of any security interests, adverse claims, liens, equities,
preferential arrangements and other encumbrances.

Such counsel shall be satisfactory to the U.S. Underwriters and of good
standing. Regarding matters relating to Bermuda law, such counsel shall be
entitled to rely on the opinion of Conyers, Dill & Pearman, Bermuda counsel to
the Company. The opinion of such counsel described above shall be rendered to
the U.S. Underwriters at the request of the Company and shall so state therein.

(vii) You shall have received on the Closing Date an opinion of LeBoeuf,
Lamb, Greene & MacRae, L.L.P., counsel for the U.S. Underwriters, dated the
Closing Date, with respect to such matters as you may reasonably request.
Regarding matters relating to Bermuda law, such counsel shall be entitled to
rely on the opinion of Conyers Dill & Pearman, Bermuda counsel to the Company.

(viii) You shall have received from the Chief Executive Officer and the
Chief Financial Officer of the Company a certificate, dated the Closing Date, in
which such officers, to the best of their knowledge and after reasonable
investigation, shall state that there has not been, since the respective dates
as of which information is given in the Registration Statement and the
Prospectuses, (i) any material adverse change in the condition, financial or
otherwise, earnings, business, prospects, or results of operations of the
Company and its subsidiaries considered as a whole, whether or not arising in
the ordinary course of business, (ii) any material transaction entered into by
the Company or any of its subsidiaries other than those in the ordinary course
of business, or (iii) any material change in the capital stock of the Company
nor any material increase in the short-term or long-term debt of the Company
(other than in the ordinary course of business), except in the case of clauses
(i), (ii) and (iii) as set forth in the Prospectuses; the representations and
warranties of the Company contained in Section 7 are true and correct with the
same force and effect as though made on and as of the Initial Closing Date and
the Company has complied with all agreements and satisfied all

41
<PAGE>

conditions on its part to be performed or satisfied hereunder at or prior to the
Closing Date; and no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
initiated or threatened or are contemplated by the Commission.

(ix) You shall have received from KPMG Peat Marwick, independent public
accountants, two letters, the first dated the date of this Agreement and the
other dated such Closing Date, addressed to the U.S. Underwriters (with
conformed copies for each of the U.S. Underwriters), substantially in the forms
heretofore approved by you.

(x) The Company shall not have failed at or prior to the Closing Date
to have performed or complied with any of its agreements herein contained and
required to be performed or complied with by it hereunder at or prior to the
Closing Date.

(xi) All the representations and warranties of the Selling Shareholders
contained in this Agreement shall be true and correct on and as of the date
hereof and on and as of the Closing Date with the same force and effect as if
made on and as of the Closing Date, and you shall have received a certificate
satisfactory to you, dated the Closing Date and signed by or on behalf of the
Selling Shareholders to the effect set forth in this Section 10(k) and in
Section 10(l) hereof.

(xii) The Selling Shareholders shall not have failed at or prior to the
Closing Date to have performed or complied with any of their agreements and
satisfied all conditions contained in this Agreement or the International
Underwriting Agreement and required to be performed or complied with or
satisfied by them at or prior to the Closing Date.

(xiii) The Selling Shareholders shall have furnished or caused to be
furnished to you such further certificates and documents as you shall have
reasonably requested.

(xiv) The Common Shares shall have been listed or approved for listing
on the Nasdaq National Market.

(xv) The closing under the International Underwriting Agreement shall
have occurred concurrently with the closing hereunder on the Closing Date.

42
<PAGE>

All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are reasonably satisfactory
in form and substance to you and your counsel.

Any certificate or document signed by any officer of the Company or any
Attorney-in-Fact or any Selling Shareholder and delivered to the U.S.
Underwriters, or to counsel for the U.S. Underwriters, shall be deemed a
representation and warranty by the Company, the Selling Shareholders or the
particular Selling Shareholder, as the case may be, to each U.S. Underwriter as
to the statements made therein.

The several obligations of the U.S. Underwriters to purchase Additional
Shares hereunder are subject to the satisfaction on and as of any Option Closing
Date of the conditions set forth in this Section 10, except that, if any Option
Closing Date is other than the Closing Date, the certificates, opinions and
letters referred to in this Section 10 shall be dated the Option Closing Date in
question and the opinions or letters called for by paragraphs (c), (d), (e),
(f), (g), (h), (k) and (m) shall be revised to reflect the sale of Additional
Shares.

xi. Expenses. The Company agrees to pay the following costs and expenses
and all other costs and expenses incident to the performance of the Company's
and the Selling Shareholders' respective obligations hereunder: (i) the
preparation, printing or reproduction, and filing with the Commission of the
Registration Statement (including financial statements and exhibits thereto),
each Prepricing Prospectus, the Prospectuses, and each amendment or supplement
to any of them; (ii) the printing (or reproduction) and delivery (including
postage, air freight charges and charges for counting and packaging) of such
copies of the Registration Statement, each Prepricing Prospectus, the
Prospectuses, and all amendments or supplements to any of them as may be
reasonably requested for use in connection with the offering and sale of the
Shares; (iii) the preparation, printing, authentication, issuance and delivery
of certificates for the Shares, including any stamp taxes in connection with the
original issuance and sale of the Shares; (iv) the printing (or reproduction)
and delivery of this Agreement, the International Underwriting Agreement, the
Supplemental Agreement Among U.S. Underwriters, the Agreement Among Managers,
the Agreement Between U.S. Underwriters and Managers, the International Selling
Agreement, the Managers' Questionnaire, the preliminary and supplemental Blue
Sky Memoranda and all other agreements or documents printed (or reproduced) and
delivered in

43
<PAGE>

connection with the original issuance and sale of the Shares; (v) the listing of
the Shares on the Nasdaq National Market; (vi) the registration or qualification
of the Shares for offer and sale under the securities or Blue Sky laws of the
several states as provided in Section 5(g) hereof (including the reasonable
fees, expenses and disbursements of counsel for the U.S. Underwriters relating
to the preparation, printing or reproduction, and delivery of the preliminary
and supplemental Blue Sky Memoranda and such registration and qualification);
(vii) the fees and expenses of the Registrar and Transfer Agent for the Shares
and its counsel; (viii) the filing fees in connection with any filings required
to be made with the National Association of Securities Dealers, Inc.; (ix) the
transportation and other expenses incurred by or on behalf of representatives of
the Company in connection with presentations to prospective purchasers of the
Shares; and (x) the fees and expenses of the Company's accountants and the fees
and expenses of counsel (including local and special counsel) for the Company.

xii. Effective Date of Agreement. This Agreement shall become effective:
(i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at
the time this Agreement is executed and delivered, it is necessary for the
registration statement or a post-effective amendment thereto to be declared
effective before the offering of the Shares may commence, when notification of
the effectiveness of the registration statement or such post-effective amendment
has been released by the Commission. Until such time as this Agreement shall
have become effective, it may be terminated by the Company, by notifying you, or
by you, by notifying the Company and the Selling Shareholders.

If any one or more of the U.S. Underwriters shall fail or refuse to
purchase Shares which it or they are obligated to purchase hereunder on the
Closing Date, and the aggregate number of Shares which such defaulting U.S.
Underwriter or Underwriters are obligated but fail or refuse to purchase is not
more than one-tenth of the aggregate number of Shares which the U.S.
Underwriters are obligated to purchase on the Closing Date, each non-defaulting
U.S. Underwriter shall be obligated, severally, in the proportion which the
number of Firm Shares set forth opposite its name in Schedule II hereto bears to
the aggregate number of Firm Shares set forth opposite the names of all non-
defaulting U.S. Underwriters or in such other proportion as you may specify in
accordance with Section 20 of the Master Agreement Among Underwriters of Smith
Barney Inc., to purchase the Shares which such defaulting U.S. Underwriter or
Underwriters are obligated, but fail or refuse, to purchase. If any one or more
of the U.S. Underwriters shall fail or refuse to

44
<PAGE>

purchase Shares which it or they are obligated to purchase on the Closing Date
and the aggregate number of Shares with respect to which such default occurs is
more than one-tenth of the aggregate number of Shares which the U.S.
Underwriters are obligated to purchase on the Closing Date and arrangements
satisfactory to you and the Company for the purchase of such Shares by one or
more non-defaulting U.S. Underwriters or other party or parties approved by you
and the Company are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting U.S.
Underwriter or the Company or any Selling Shareholder. In any such case which
does not result in termination of this Agreement, either you or the Company
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement and the Prospectuses or any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve any defaulting
U.S. Underwriter from liability in respect of any such default of any such
Underwriter under this Agreement. The term "U.S. Underwriter" as used in this
Agreement includes, for all purposes of this Agreement, any party not listed in
Schedule II hereto who, with your approval and the approval of the Company,
purchases Shares which a defaulting U.S. Underwriter is obligated, but fails or
refuses, to purchase.

Any notice under this Section 12 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.

xiii. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
U.S. Underwriter to the Company or any Selling Shareholder, by notice to the
Company, if prior to the Closing Date or any Option Closing Date (if different
from the Closing Date and then only as to the Additional Shares), as the case
may be, (i) trading in securities generally on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market shall have been suspended
or materially limited, (ii) a general moratorium on commercial banking
activities in New York or Bermuda shall have been declared by either federal or
state (or comparable) authorities, or (iii) there shall have occurred any
outbreak or escalation of hostilities or other international or domestic
calamity, crisis or change in political, financial or economic conditions, the
effect of which on the financial markets of the United States is such as to make
it, in your judgment, impracticable or inadvisable to commence or continue the
offering of the Shares at the offering price to the public set forth on the

45
<PAGE>

cover page of the U.S. Prospectus or to enforce contracts for the resale of the
Shares by the U.S. Underwriters.

Notice of such termination may be given by telegram, telecopy or telephone
and shall be subsequently confirmed by letter.

xiv. Information Furnished by the U.S. Underwriters. The statements set
forth in the last paragraph on the cover page, the first three legends on the
inside front cover page, and the sentences of the first two paragraphs of text
under the caption "Underwriting" concerning the terms of the offering by the
Underwriters and the tables thereunder and the third, eighth, ninth, tenth,
eleventh, fourteenth and last paragraphs in such Underwriting section in any
U.S. Prepricing Prospectus and in the U.S. Prospectus constitute the only
information furnished by or on behalf of the U.S. Underwriters as such
information is referred to in Sections 7 and 9 hereof.

xv. Miscellaneous. Except as otherwise provided in Sections 5, 12 and 13
hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company or the Selling Shareholders
at the office of the Company at, 25 Church Street, P.O. Box HM 1502, Hamilton HM
FX Bermuda, Attention: Victor H. Blake, Chairman; or (ii) if to the U.S.
Underwriters, care of Smith Barney Inc., 388 Greenwich Street, New York, New
York 10013, Attention: Manager, Investment Banking Division.

This Agreement has been and is made solely for the benefit of the several
U.S. Underwriters, the Company, the Company's directors and officers, the other
controlling persons referred to in Section 9 hereof and the Selling Shareholders
and their respective successors and assigns, to the extent provided herein, and
no other person shall acquire or have any right under or by virtue of this
Agreement. Neither the term "successor" nor the term "successors and assigns"
as used in this Agreement shall include a purchaser from any U.S. Underwriter of
any of the Shares in his status as such purchaser.

xvi. Applicable Law; Counterparts. This Agreement shall 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.

This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in

46
<PAGE>

counterparts, this Agreement shall not become effective unless at least one
counterpart hereof shall have been executed and delivered on behalf of each
party hereto.

47
<PAGE>

Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Selling Shareholders and the several U.S. Underwriters.

Very truly yours,

LASALLE RE HOLDINGS LIMITED

By______________________________
President and Chief
Executive Officer

Each of the Selling Shareholders
named in Schedule I hereto

By______________________________
Attorney-in-Fact

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several U.S.
Underwriters named in Schedule II
hereto.

SMITH BARNEY INC.
LAZARD FRERES & CO. LLC
MORGAN STANLEY & CO. INCORPORATED

By SMITH BARNEY INC.

By_____________________________
Managing Director

48
<PAGE>

SCHEDULE I

LASALLE RE HOLDINGS LIMITED

Part A - Firm Shares
- --------------------

Number of
Selling Shareholders Firm Shares
-------------------- -----------

--------------
Total...........
--------------

Part B - Additional Shares
- --------------------------

Number of
Selling Shareholders Additional
-------------------- ----------

---------------
Total...........
---------------

49
<PAGE>

SCHEDULE II

LASALLE RE HOLDINGS LIMITED

Number of
Underwriter Number of
Firm Shares Firm Shares Underwriter
----------- ----------- -----------

Smith Barney Inc............
Lazard Freres & Co. LLC
Morgan Stanley & Co.
Incorporated...............

Total................

<PAGE>

Exhibit 1.2

630,000 Shares

LASALLE RE HOLDINGS LIMITED

Common Shares

INTERNATIONAL UNDERWRITING AGREEMENT
------------------------------------

November , 1996

SMITH BARNEY INC.
LAZARD CAPITAL MARKETS
MORGAN STANLEY & CO. INTERNATIONAL LIMITED

As Lead Managers for the Several Managers

c/o SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

The persons named in Part A of Schedule I hereto (the "Selling
Shareholders") propose to sell an aggregate of 630,000 common shares, par value
$1.00 per share (the "Shares"), of LaSalle Re Holdings Limited, a Bermuda
corporation (the "Company"), to the several Underwriters named in Schedule II
hereto (the "Managers") for whom Smith Barney Inc., Lazard Capital Markets, and
Morgan Stanley & Co. International Limited are acting as representatives (the
"Lead Managers"). The Company's common shares, par value $1.00 per share,
including the Shares and the U.S. Shares (as defined herein) as applicable, are
sometimes referred to herein as the "Common Shares." References herein to
"LaSalle Re" are to LaSalle Re Limited, a Bermuda corporation and a subsidiary
of the Company.
<PAGE>

It is understood that the Company and the Selling Shareholders are
concurrently entering into a U.S. Underwriting Agreement, dated the date hereof
(the "U.S. Underwriting Agreement"), providing for the sale of 2,520,000 Common
Shares (the "Firm U.S. Shares"), all of which will be sold by the Selling
Shareholders (plus an option granted by the Selling Shareholders to purchase up
to an additional 472,500 Common Shares (the "Additional U.S. Shares") solely
for the purpose of covering over-allotments) through arrangements in the United
States and Canada with Smith Barney Inc., Lazard Freres & Co. LLC, and Morgan
Stanley & Co. Incorporated (the "U.S. Underwriters"). All Common Shares
proposed to be offered to the U.S. Underwriters pursuant to the U.S.
Underwriting Agreement, including the Firm U.S. Shares and the Additional U.S.
Shares, are herein called the "U.S. Shares"; the U.S. Shares and the Shares,
collectively, are herein called the "Underwritten Shares."

The Company and the Selling Shareholders also understand that the Lead
Managers and the U.S. Underwriters have entered into an agreement (the
"Agreement Between U.S. Underwriters and Managers") contemplating the
coordination of certain transactions between the Managers and the U.S.
Underwriters and that, pursuant thereto and subject to the conditions set forth
therein, the Managers may purchase from U.S. Underwriters a portion of the U.S.
Shares or sell to the U.S. Underwriters a portion of the Shares. The Company and
the Selling Shareholders understand that any such purchases and sales between
the Managers and the U.S. Underwriters shall be governed by the Agreement
Between U.S. Underwriters and Managers and shall not be governed by the terms of
this Agreement or the U.S. Underwriting Agreement.

The Company and the Selling Shareholders wish to confirm as follows
their respective agreements with you and the other several Managers on whose
behalf you are acting, in connection with the several purchases of the Shares by
the Managers.

1. Registration Statement and Prospectus. The Company has prepared and
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations of the Commission thereunder, a
registration statement on Form S-1, including prospectuses subject to
completion, relating to the Underwritten Shares. The term "Registration
Statement" as used in

-2-
<PAGE>

this Agreement means the registration statement (including
all financial schedules and exhibits), as amended at the time it becomes
effective, and as thereafter amended by post-effective amendment. The term
"Prospectuses" as used in this Agreement means the prospectuses in the forms
included in the Registration Statement, or, if the prospectuses included in the
Registration Statement omit information in reliance on Rule 430A under the Act
and such information is included in prospectuses filed with the Commission
pursuant to Rule 424(b) under the Act, the term "Prospectuses" as used in this
Agreement means the prospectuses in the forms included in the Registration
Statement as supplemented by the addition of the Rule 430A information contained
in the prospectuses filed with the Commission pursuant to Rule 424(b). The term
"Prepricing Prospectuses" as used in this Agreement means the prospectuses
subject to completion in the forms included in the Registration Statement at the
time of the initial filing of the Registration Statement with the Commission,
and as such prospectuses shall have been amended from time to time prior to the
date of the Prospectuses. If the Company has filed an abbreviated registration
statement to register additional Common Shares pursuant to Rule 462(b) under the
Act (the "Rule 462 Registration Statement"), then any reference herein to the
term "Registration Statement" shall be deemed to include such Rule 462
Registration Statement.

-3-
<PAGE>

Canadian Person" means any resident or national of the United States or Canada,
any corporation, partnership or other entity created or organized in or under
the laws of the United States or Canada or any estate or trust the income of
which is subject to United States or Canadian income taxation regardless of the
source of its income (other than the foreign branch of any U.S. or Canadian
Person), and includes any United States or Canadian branch of a person other
than a U.S. or Canadian Person; "United States" means the United States of
America (including the states thereof and the District of Columbia) and its
territories, its possessions and other areas subject to its jurisdiction; and
"Canada" means Canada and its territories, its possessions and other areas
subject to its jurisdiction.

2. Agreements to Sell and Purchase. Upon the basis of the
representations, warranties and agreements contained herein and subject to all
the terms and conditions set forth herein and to such adjustments as you may
determine to avoid fractional shares, each Selling Shareholder, severally and
not jointly, agrees to sell to each Manager and each Manager agrees, severally
and not jointly, to purchase from each Selling Shareholder, at a purchase price
of $[____] per share (the "purchase price per share"), the number of Shares that
bears the same proportion to the number of Shares set forth opposite the name of
such Selling Shareholder in Schedule I hereto as the number of Shares set forth
opposite the name of such Manager in Schedule II hereto (or such number of
Shares increased as set forth in Section 12 hereof) bears to the aggregate
number of Shares to be sold by the Selling Shareholders.

Certificates in transferable form for the Shares that each of the
Selling Shareholders agrees to sell pursuant to this Agreement have been placed
in custody with First Chicago Trust Company of New York (the "Custodian") for
delivery under this Agreement pursuant to a Selling Shareholder's Custody
Agreement (the "Custody Agreement") and a Selling Shareholder's Irrevocable
Power of Attorney (the "Power of Attorney") executed by each of the Selling
Shareholders appointing Victor H. Blake, Andrew Cook and Steven Given as agents
and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees
that (i) the Shares represented by the certificates held in custody pursuant to
the Custody Agreement are subject to the interests of the Managers, the Company
and each other Selling Shareholder, (ii) the arrangements made by the Selling
Shareholders for such custody are,

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<PAGE>

except as specifically provided in the Custody Agreement, irrevocable, and
(iii) the obligations of the Selling Shareholders hereunder and under the
Custody Agreement and Power of Attorney shall not be terminated by any act of
such Selling Shareholder or by operation of law, whether by the death,
incapacity, dissolution or liquidation of any Selling Shareholder or the
occurrence of any other event (including, without limitation, the termination
of any trust or estate). If any Selling Shareholder shall die or become
incapacitated, dissolved, liquidated or terminated or if any other such event
shall occur before the delivery of the Shares hereunder and completion of the
transactions contemplated hereby, certificates for the Shares of such Selling
Shareholder shall be delivered to the Underwriters by the Custodian or the
Attorneys-in-Fact in accordance with the terms and conditions of this Agreement
and the Custody Agreement, and such actions shall be valid as if such death,
incapacity, dissolution, liquidation, termination or other event had not
occurred, regardless of whether or not the Custodian or the Attorneys-in-Fact
or any Manager shall have received notice of such death, incapacity,
dissolution, liquidation, termination or other event.

3. Terms of Public Offering. The Selling Shareholders have been advised
by you that the Managers propose to make a public offering of their respective
portions of the Shares as soon after the Registration Statement and this
Agreement have become effective as in your judgment is advisable and initially
to offer the Shares upon the terms set forth in the International Prospectus.

4. Delivery of the Shares and Payment Therefor. Delivery to the Managers
of and payment for the Shares shall be made at the office of LeBoeuf, Lamb,
Greene & MacRae, L.L.P., 125 West 55th Street, New York, NY 10019, at 10:00
A.M., New York City time, on [____________], 1996 (the "Closing Date"). The
place of closing for the Shares and the Closing Date may be varied by agreement
among you, the Company and the Attorneys-in-Fact.

Certificates for the Shares to be purchased hereunder shall be
registered in such names and in such denominations as you shall request by
written notice, it being understood that a facsimile transmission shall be
deemed written notice, prior to 9:30 A.M., New York City time, on the second
business day preceding the Closing Date. Such certificates shall be made
available to you in New York City for inspection and packaging not later than
9:30 A.M.,

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<PAGE>

New York City time, on the business day next preceding the Closing Date. The
certificates and stockpowers evidencing the Shares to be purchased hereunder
shall be delivered to you on the Closing Date, against payment of the purchase
price therefor in immediately available funds.

5. Agreements of the Company. The Company agrees with the several
Managers as follows:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
to be declared effective before the offering of the Shares may commence, the
Company will endeavor to cause the Registration Statement or such post-effective
amendment to become effective as soon as possible and will advise you promptly
and, if requested by you, will confirm such advice in writing, when the
Registration Statement or such post-effective amendment has become effective.

(b) The Company will advise you promptly and, if requested by you,
will confirm such advice in writing: (i) of any request by the Commission for
amendment of or a supplement to the Registration Statement, any Prepricing
Prospectuses or the Prospectuses or for additional information; (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose; and (iii) within the period of time referred to in paragraph (f)
below, of any change in the Company's condition (financial or other), business,
prospects, properties, net worth or results of operations, or of the happening
of any event, including the filing of any information, documents or reports
pursuant to the Exchange Act, that makes any statement of a material fact made
in the Registration Statement or the Prospectuses (as then amended or
supplemented) untrue or which requires the making of any additions to or changes
in the Registration Statement or the Prospectuses (as then amended or
supplemented) in order to state a material fact required by the Act or the Rules
and Regulations to be stated therein or necessary in order to make the
statements therein not misleading, or of the necessity to amend or supplement
the Prospectuses (as then amended or supplemented) to comply with the Act or any
other law. If at any time the Commission shall issue any stop order suspending
the effectiveness of the Registration

-6-
<PAGE>

Statement, the Company will make every reasonable effort to obtain the
withdrawal of such order at the earliest possible time.

(c) The Company will furnish to you, without charge, four signed
copies of the Registration Statement as originally filed with the Commission
and of each amendment thereto, including financial statements and all exhibits
to the Registration Statement and will also furnish to you, without charge,
such number of conformed copies of the Registration Statement as originally
filed and of each amendment thereto, but without exhibits, as you may
reasonably request.

(d) The Company will not (i) file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectuses of which you
shall not previously have been advised or to which you shall reasonably object
in writing after being so advised or (ii) so long as, in the written opinion of
counsel for the Managers (a copy of which shall be delivered to the Company), a
prospectus is required to be delivered in connection with sales by any Manager
or dealer, file any information, documents or reports pursuant to the Exchange
Act, without delivering a copy of such information, documents or reports to you,
as Lead Managers for the Managers, prior to or concurrently with such filing.

(e) Prior to the execution and delivery of this Agreement, the
Company has delivered or will deliver to you, without charge, in such quantities
as you have reasonably requested or may hereafter reasonably request, copies of
each form of the International Prepricing Prospectus. The Company consents to
the use, in accordance with the provisions of the Act and with the securities
laws of the jurisdictions in which the Shares are offered by the several
Managers and by dealers, prior to the date of the International Prospectus, of
each International Prepricing Prospectus so furnished by the Company.

(f) As soon after the execution and delivery of this Agreement as
possible and thereafter from time to time for such period as in the written
opinion of counsel for the Managers an International Prospectus is required by
the Act or the Rules and Regulations to be delivered in connection with sales by
any Manager or dealer, the Company will expeditiously deliver to each Manager
and each dealer, without charge, as many copies of the International Prospectus
(and of any amendment or supplement thereto) as you may

-7-
<PAGE>

reasonably request. The Company consents to the use of the International
Prospectus (and of any amendment or supplement thereto) in accordance with the
provisions of the Act and the Rules and Regulations and with the securities
laws of the jurisdictions in which the Shares are offered by the several
Managers and by all dealers to whom Shares may be sold, both in connection with
the offering and sale of the Shares and for such period of time thereafter as
the International Prospectus is required by the Act or the Rules and
Regulations to be delivered in connection with sales by any Manager or dealer.
If during such period of time any event shall occur that in the judgment of the
Company or in the written opinion of counsel for the Managers is required to be
set forth in the International Prospectus (as then amended or supplemented) or
should be set forth therein in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or if it
is necessary to supplement or amend the International Prospectus to comply with
the Act or any other law, the Company will forthwith prepare and, subject to
the provisions of paragraph (d) above, file with the Commission an appropriate
supplement or amendment thereto and will expeditiously furnish to the Managers
and dealers a reasonable number of copies thereof. In the event that the
Company and you, as Lead Managers for the several Managers, agree that the
International Prospectus should be amended or supplemented, the Company, if
requested by you, will promptly issue a press release announcing or disclosing
the matters to be covered by the proposed amendment or supplement.

(g) The Company will cooperate with you and with counsel for the Managers in
connection with the registration or qualification of the Shares for offering
and sale by the several Managers and by dealers under the securities laws of
such jurisdictions as you may reasonably designate, and will maintain such
qualifications in effect for as long as may be required for the distribution of
the Shares, and will file such consents to service of process or other
documents necessary or appropriate in order to effect such registration or
qualification; provided that in no event shall the Company 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 Shares, or subject it to
general taxation, in any jurisdiction where it is not now so subject.

-8-
<PAGE>

(h) The Company will make generally available to its securityholders
a consolidated earnings statement, which need not be audited, covering a twelve-
month period commencing after the effective date of the Registration Statement
and ending not later than 15 months thereafter, as soon as reasonably
practicable after the end of such period, which consolidated earnings statement
shall satisfy the provisions of Section ll(a) of the Act.

(i) During the period of three years hereafter, the Company will
furnish to you (i) as soon as available, a copy of each report of the Company
mailed to shareholders or filed with the Commission or the Nasdaq National
Market, and (ii) from time to time such other information concerning the Company
as you may reasonably request; provided that the Company shall not be required
--------
to provide to you any such information that is not available to the public.

(j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 12 hereof or by notice given by you terminating this
Agreement pursuant to Section 12 or Section 13 hereof) or if this Agreement
shall be terminated by the Managers because of any failure or refusal on the
part of the Company or any of the Selling Shareholders to comply, in
any material respect, with the terms or fulfill, in any material respect, any of
the conditions of this Agreement, the Company agrees to reimburse the Lead
Managers for all reasonable out-of-pocket expenses (including reasonable fees
and expenses of counsel for the Managers) incurred by you in connection
herewith.

(k) If Rule 430A of the Act is employed, the Company will timely file
the Prospectuses pursuant to Rule 424(b) under the Act and will advise you of
the time and manner of such filing.

(l) For a period of 180 days after the date hereof (the "Lock-up
Period"), neither the Company nor LaSalle Re will, without the prior written
consent of Smith Barney Inc., sell, offer to sell, solicit an offer to buy,
contract to sell, grant any option or right to purchase or acquire, or otherwise
transfer or dispose of, any common shares of the Company or LaSalle Re or any of
their respective subsidiaries (or any securities convertible into or exercisable
or exchangeable for such common shares), except that the Company may issue
Common Shares pursuant to stock purchase plans and grant options pursuant to
stock option plans.

-9-
<PAGE>

(m) The Company has furnished or will furnish to you "lock-up"
letters, signed by each of the officers and directors set forth under the
heading "Management" in the Prospectuses and each of the Selling Shareholders,
stating that, for the Lock-up Period, such officer, director or Selling
Shareholder will not, without the prior written consent of Smith Barney Inc.,
sell, offer to sell, solicit an offer to buy, contract to sell, grant any option
or right to purchase or acquire, or otherwise transfer or dispose of, any common
shares of the Company or any of its subsidiaries (or any securities convertible
into or exercisable or exchangeable for such common shares), except that such
officer, director, or Selling Shareholder may (i) sell shares subject to the
over-allotment option pursuant to the U.S. Underwriting Agreement; (ii) sell
shares repurchased by the Company pursuant to the Company's capital management
strategy (as contemplated in the Prospectuses); and (iii) transfer shares as
bona fide gifts and pledge shares so long as the donees or the pledgees, as the
case may be, agree in writing with the Managers to be bound by the terms of such
lock-up letter; each such lock-up letter shall also state that prior to the
expiration of the Lock-Up Period, such officer, director or Selling Shareholder
will not announce or disclose any intention to do anything after the expiration
of such period which such officer, director or Selling Shareholder is
prohibited, as provided in this Section 5(m), from doing during such period.

(n) Except as stated in this Agreement and in the U.S. Underwriting
Agreement and in the Prepricing Prospectuses and Prospectuses, neither the
Company nor any of its subsidiaries has taken or will take, directly or
indirectly, any action designed to or that might reasonably be expected to cause
or result in stabilization or manipulation of the price of the Common Shares or
any other security of the Company to facilitate the sale or resale of the Shares
pursuant to the distribution contemplated by this Agreement.

(o) The Company will use its best efforts to have the Common Shares
listed on the Nasdaq National Market concurrently with the effectiveness of the
registration statement and to maintain such listing and the registration of the
Shares under the Exchange Act.

(p) The Company hereby validly and irrevocably submits to the
jurisdiction of any federal or state court sitting in The City of New York and
irrevocably waive, to the fullest extent permitted

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<PAGE>

by law, any objection that either of them may now or hereafter have to the
laying of venue of any such suit, action or proceeding brought in any such
court based on or arising under this Agreement and any claim that any such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.

(q) The Company will use all reasonable commercial efforts to satisfy
on or before the Closing Date all conditions contained in Section 10 hereof to
the Managers' obligations to purchase the Shares.

6. Agreements of the Selling Shareholders. Each of the Selling
Shareholders agrees with the several Managers as follows:

(a) Such Selling Shareholder will cooperate to the extent necessary
to cause the registration statement or any post-effective amendment thereto to
become effective at the earliest possible time.

(b) Such Selling Shareholder will pay all Federal and other taxes, if
any, on the transfer or sale of such Shares that are sold by the Selling
Shareholder to the Managers.

(c) Such Selling Shareholder will do or perform all things required
to be done or performed by the Selling Shareholder prior to the Closing Date to
satisfy all conditions precedent to the delivery of the Shares pursuant to this
Agreement.

(d) Such Selling Shareholder has executed or will execute a "lock-up"
letter as provided in Section 5(m) above and will not, without the prior
written consent of Smith Barney Inc., sell, offer to sell, solicit an offer to
buy, contract to sell, grant any option or right to purchase or acquire, or
otherwise transfer or dispose of, any common shares of the Company or any of
its subsidiaries (or any securities convertible into or exercisable or
exchangeable for such common shares), except for sales to the Managers pursuant
to this Agreement and the U.S. Underwriters pursuant to the U.S. Underwriting
Agreement, and except that such Selling Shareholder may sell shares repurchased
by the Company pursuant to the Company's capital management strategy as
contemplated in the Prospectuses and may transfer shares as bona fide gifts and
pledge shares so long as donees or the pledgees, as the case may be, agree in
writing with the Managers to be bound by the terms of such "lock-up" letter.

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<PAGE>

(e) Except as stated in this Agreement and the U.S. Underwriting
Agreement and in the Prepricing Prospectuses and the Prospectuses, such Selling
Shareholder has not taken, nor will it take, directly or indirectly, any action
designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Shares or any other
security of the Company to facilitate the sale or resale of the Shares pursuant
to the distribution contemplated by this Agreement.

(f) Such Selling Shareholder will advise you promptly upon becoming
aware, and if requested by you, will confirm such advice in writing, within the
period of time referred to in Section 5(f) hereof, of any change in the
Company's or LaSalle Re's condition, financial or otherwise, earnings, business,
prospects, properties or results of operations, or of the happening of any event
that makes any statement made in the Registration Statement or the Prospectuses
(as then amended or supplemented) untrue or which requires the making of any
additions to or changes in the Registration Statement or the Prospectuses (as
then amended or supplemented) in order to state a material fact required by the
Act or the Rules and Regulations to be stated therein or necessary in order to
make the statements therein not misleading, or of the necessity to amend or
supplement the Prospectuses (as then amended or supplemented) to comply with the
Act or any other law.

7. Representations and Warranties of the Company. The Company represents
and warrants to each Manager that:

(a) Each International Prepricing Prospectus included as part of the
Registration Statement as originally filed or as part of any amendment or
supplement thereto, or filed pursuant to Rule 424 under the Act, complied when
so filed in all material respects with the provisions of the Act and the Rules
and Regulations, and did not contain any untrue statement of a material fact or
omit to state any 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; except that this representation and warranty does not
apply to statements in or omissions from such International Prepricing
Prospectus (or any amendment or supplement thereto) made in reliance upon and in
conformity with information relating to any U.S. Underwriter or Manager
furnished to the Company in writing by a U.S. Underwriter or by a Manager
through the Lead Managers expressly for use therein.

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<PAGE>

(b) The Registration Statement in the form in which it became or
becomes effective and also in such form as it may be when any post-effective
amendment thereto shall become effective and the Prospectuses and any
supplement or amendment thereto when filed with the Commission under Rule
424(b) under the Act, complied or will comply in all material respects with the
provisions of the Act and the Rules and Regulations and will not at any such
times 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; except that this representation and warranty does not
apply to statements in or omissions from the Registration Statement or the
Prospectuses (or any amendment or Suppleement thereto) made in reliance upon
and in conformity with information relating to any U.S. Underwriter or Manager
furnished to the Company in writing by a U.S. Underwriter or by a Manager
through the Lead Managers expressly for use therein.

(c) No order preventing or suspending the use of any Prepricing
Prospectus has been issued by the Commission and no proceedings for that purpose
shall have been instituted or, to the knowledge of the Company, threatened or
contemplated by the Commission.

(d) The consolidated financial statements of the Company (together
with related notes) included in the Registration Statement and Prospectuses
comply as to form in all material respects with the requirements of the Act and
the Rules and Regulations and present fairly the financial position of the
Company as at the dates indicated and the results of its operations for the
periods specified; such financial statements have been prepared in conformity
with United States generally accepted accounting principles applied on a
consistent basis during the periods involved, except as disclosed therein; and
the supporting schedules included in the Registration Statement present fairly
the information required to be stated therein. All statutory financial
statements of the Company and its subsidiaries where required or permitted to be
prepared in accordance with the insurance laws of each of the jurisdictions in
which it conducts its business and the rules and regulations promulgated
thereunder, from which certain ratios and other statistical data contained in
the Registration Statement and the Prospectuses have been derived, and for each
relevant period have been prepared in conformity in all material respects with
the requirements of such insurance laws and such rules

-13-
<PAGE>

and regulations and present fairly the information purported to be shown.

(e) Since the respective dates as of which information is given in the
Registration Statement and the Prospectuses, except as otherwise stated
therein, (i) there has been no material adverse change in the condition,
financial or otherwise, earnings, business, prospects, or results of operations
of the Company and its subsidiaries considered as a whole, whether or not
arising in the ordinary course of business, (ii) there have been no material
transactions entered into by the Company or any of its subsidiaries other than
those in the ordinary course of business, (iii) neither the Company nor any of
its subsidiaries has incurred any liability or obligation, direct or
contingent, that is material to the Company and its subsidiaries considered as
a whole, and there has not been any change in the capital stock of the Company
or any payment of or declaration to pay any dividends or any other
distributions with respect to the Company's capital stock, except as set forth
in the Prospectuses, and (iv) there has not been any material change in the
shareholders' equity, statutory surplus or reserves (including any such change
in the loss and loss expense reserves) of the Company or any of its
subsidiaries.

(f) The Company has been duly incorporated and organized and is
validly existing as a corporation and as an exempted company in good standing
under the laws of Bermuda with all requisite power and authority (corporate and
other) to own, lease and operate its properties and conduct its business as
described in the Registration Statement and Prospectuses; and the Company is
duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which it owns or leases property or in which
the conduct of its business requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not have a
material adverse effect on the condition, financial or otherwise, earnings,
business, prospects, or results of operations of the Company and its
subsidiaries considered as a whole.

(g) Each of the subsidiaries of the Company has been duly incorporated
and organized and is validly existing as a corporation and in the case of
LaSalle Re as an exempted company in good standing under the laws of the
jurisdiction of its incorporation, with all requisite power and authority
(corporate and other) to own,

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<PAGE>

lease and operate its properties and conduct its business as described in the
Registration Statement and Prospectuses; and each is duly qualified as a
foreign corporation to transact business and is in good standing in each
jurisdiction in which it owns or leases property or in which the conduct of its
business requires such qualification, except to the extent that the failure to
be so qualified or be in good standing would not have a material adverse effect
on the condition, financial or otherwise, earnings, business, prospects, or
results of operations of the Company and its subsidiaries considered as a
whole; all of the issued and outstanding capital stock of each subsidiary of
the Company has been duly authorized and validly issued and is fully paid and
non-assessable, and (except as otherwise described in the Registration
Statement and the Prospectuses) as of the Closing Date all such capital stock
will be owned by the Company, directly or through one or more of its
subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance,
security interest adverse claim or equity.

(h) Neither the Company nor any of its subsidiaries is in violation of
its or any of their charters or bye-laws or other organizational documents or in
default in the performance or observance of any obligation, agreement, covenant
or condition contained in any material contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument to which it or any of
them is a party or by which it or any of them or their properties may be bound;
no consent, approval, authorization, order, registration, filing, qualification
or other action of or with any court, regulatory body, arbitrator,
administrative body or other governmental authority or agency (including,
without limitation, any insurance regulatory agency or body) is required for
the issue and sale of the Shares or the consummation by the Company of the
transactions contemplated by this Agreement, except such as may be required and
have been obtained from the Bermuda Monetary Authority and under the Act, the
Exchange Act, the Rules and Regulations or as may be required under state
securities laws (including state insurance securities laws) in connection with
the distribution of the Shares by the Managers; and the issue and sale of the
Shares, the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein will not conflict with or
constitute a breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of
the Company or any of its

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<PAGE>

subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject, nor will any such action conflict with or result in a breach or
violation of the terms and provisions of or constitute a default under (i) the
memorandum of association or bye-laws or other organizational documents of the
Company or any of its subsidiaries or (ii) any statute, rule, regulation or
administrative or court decree or order of any governmental agency or body
(including, without limitation, any insurance regulatory agency or body) or any
court or arbitrator, which is applicable to the Company or any of its
subsidiaries or any of their respective properties.

(i) The Company and each of its subsidiaries possess all necessary
consents, authorizations, approvals, orders, licenses, certificates, or permits
issued by any regulatory agencies or bodies (collectively, "Permits") which are
necessary to conduct the business now operated by them; each of the Company and
its subsidiaries has fulfilled and performed all obligations necessary to
maintain such Permits; all of such Permits are in full force and effect; there
is no pending, or to the knowledge of the Company or any of its subsidiaries,
contemplated or threatened action, suit, proceeding, investigation or event
against or involving the Company or any of its subsidiaries (and neither the
Company nor any of its subsidiaries know of any reasonable basis for any such
action, suit, proceeding, investigation or event) that could lead to the
revocation, modification, termination, suspension or any other material
impairment of the rights of the holder of any such Permit which, individually
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would materially and adversely affect the condition, financial or
otherwise, earnings, business, prospects or results of operations of the
Company and its subsidiaries considered as a whole; neither the Company nor any
of its subsidiaries has received any notification from any insurance authority,
commission or other insurance regulatory body to the effect that any additional
Permit from such authority, commission or body is needed to be obtained by
either the Company or any of its subsidiaries; and no insurance regulatory
agency or body has issued any order or decree impairing, restricting or
prohibiting the payment of any dividends by the Company or any of its
subsidiaries

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<PAGE>

or the continuation of the business of the Company or any subsidiary of the
Company as currently conducted.

(j) Except as set forth in the Prospectuses, as amended or
supplemented, there is no (i) action, suit or proceeding before or by any court
or governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company or any of its subsidiaries, contemplated or threatened
against the Company or any of its subsidiaries, (ii) statute, rule, regulation
or order that has been enacted, adopted or issued by any governmental agency or
body, domestic or foreign, or (iii) injunction, restraining order or order of
any nature by a court of competent jurisdiction that has been issued, any of the
foregoing of which (a) might individually or in the aggregate result in any
material adverse change in the condition, financial or otherwise, earnings,
business, prospects or results of operations of the Company and its subsidiaries
considered as a whole, (b) might materially and adversely affect the properties
or assets thereof, (c) might interfere with or adversely affect the offering of
the Shares in the manner contemplated by the Prospectuses, (d) is required to be
disclosed in the Registration Statement or the Prospectuses and is not disclosed
or (e) in any manner seek to challenge the validity of this Agreement or the
Shares; and there are no material contracts or other documents which are
required to be described in the Registration Statement or the Prospectuses or
filed as exhibits to the Registration Statement by the Act or by the Rules and
Regulations which have not been so described or have not been so filed as
required.

(k) Each of the Company and its subsidiaries has good and marketable
title to all personal property and assets owned by it, in each case free and
clear of all liens, encumbrances and defects except (i) such as are referred to
in the Prospectuses or (ii) such as do not materially and adversely affect the
value of such property to the Company or such subsidiary, and do not materially
interfere with the use made and proposed to be made of such property by the
Company or such subsidiary; neither the Company nor any of its subsidiaries owns
any real property; and any real property and buildings held under lease by the
Company or any of its subsidiaries 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 by the Company or any of its
subsidiaries, and no default (other than any default by the lessor) related
thereto has occurred or is continuing.

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<PAGE>

(l) This Agreement has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms.

(m) The Company and LaSalle Re have an authorized capitalization as
set forth in the Prospectuses, and on the Closing Date, all of the outstanding
shares of capital stock of the Company and LaSalle Re (including the Shares)
will have been duly authorized and validly issued and will be fully paid and
non-assessable; such shares conform to the description thereof contained in the
Prospectuses; the Shares are not subject to pre-emptive or other similar rights;
the form of certificates for the Shares conforms to the requirements of the laws
of Bermuda and the Nasdaq National Market; and the Shares have been approved for
quotation on the Nasdaq National Market.

(n) There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or to the
knowledge of the Company or its subsidiaries, contemplated or threatened against
the Company or any of its subsidiaries, or any injunction, restraining order or
order of any nature by a court of competent jurisdiction, arising out of or in
connection with the consummation of the transactions contemplated by this
Agreement.

(o) On the Closing Date, except as set forth in the Prospectuses, the
Company will be the exclusive owner of all rights, title and interests in
LaSalle Re that were previously held by shareholders of LaSalle Re that exchange
their shares for Common Shares to be sold pursuant to the Prospectuses.

(p) Consummation of the transactions contemplated by this Agreement,
including but not limited to any actions taken pursuant to the indemnification
and contribution provisions set forth herein, will not constitute unlawful
financial assistance by the Company or LaSalle Re under Bermuda law.

(q) Except as described in the Prospectuses, there are no (i)
contracts, agreements or understandings between the Company or any of its
subsidiaries and any person granting such person the right to require the
Company or such subsidiary to file a registration statement under the Act with
respect to any securities

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<PAGE>

of the Company or such subsidiary owned or to be owned by such person or to
require the Company to include such securities under the Registration Statement
or with any securities being registered pursuant to any other registration
statement filed by the Company or such subsidiary under the Act or (ii)
outstanding options, warrants or other rights with respect to the issuance of,
and there are no commitments, plans or arrangements to issue, any shares of
capital stock of the Company or any subsidiary or any security convertible or
exchangeable into or exercisable for such shares.

(r) Each of the Company and its subsidiaries has filed all reports,
information statements and other documents as required to be filed pursuant to
applicable insurance statutes, including the statutes relating to companies
which control insurance companies, and the rules, regulations and
interpretations of the insurance regulatory authorities thereunder (the
"Applicable Insurance Laws"), and has duly paid all taxes (including franchise
taxes and similar fees) it is required to have paid under the Applicable
Insurance Laws, except where the failure to file such statement or reports would
not have a material adverse effect on the condition, financial or otherwise,
earnings, business, prospects or results of operations of the Company and its
subsidiaries considered as a whole; and each of the Company and its subsidiaries
maintains its books and records in accordance with the Applicable Insurance
Laws, except where the failure to so maintain its books and records would not
have a material adverse effect on the condition, financial or otherwise,
earnings, business, prospects, or results of operations of the Company and its
subsidiaries considered as a whole.

(s) LaSalle Re is duly registered as an insurer and is subject to
regulation and supervision in Bermuda. Each of the Company and its subsidiaries
is duly licensed or admitted as an insurer or an insurance holding company, as
applicable, in each jurisdiction where it is required to be so licensed or
admitted to conduct its business as described in the Prospectuses.

(t) The Company and each of its subsidiaries are in compliance with
the applicable requirements of the Bermuda Insurance Act 1978, as amended, and
any applicable rules and regulations thereunder (collectively, the "Bermuda
Insurance Act"); neither the Company nor any of its subsidiaries is subject to
the insurance laws of any other jurisdiction, provided that LaSalle Re Corporate
--------
Capital Ltd., a Bermuda corporation and a subsidiary of the Company

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<PAGE>

("LaSalle Re Capital"), must be admitted by Lloyd's of London ("Lloyd's") to
corporate membership in order to carry on insurance business as a member of
Lloyd's syndicates.

(u) All liability, property and casualty, workers compensation,
directors and officers liability, surety bonds and other similar insurance
contracts that insure the business, properties, operations or affairs of the
Company and each of its subsidiaries or affect or relate to the ownership, use
or operations of the Company's or any of its subsidiaries' assets or properties
are in full force and effect and, to the knowledge of the Company and each of
its subsidiaries, are with financially sound and reputable insurers and in
accordance with normal industry practice and, to the knowledge of the Company
and each of its subsidiaries, in light of the respective businesses,
properties, operations and affairs of the Company and each of its subsidiaries,
are in amounts and provide coverage that is reasonable and customary for
persons in similar businesses or for similar property.

(v) All reinsurance treaties, retrocessional agreements, contracts
and agreements to which the Company or any of its subsidiaries is a party are in
full force and effect and neither the Company nor 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
any such violation or default would not have a material adverse effect on the
condition, financial or otherwise, earnings, business, prospects, or results of
operations of the Company and its subsidiaries taken as a whole; neither the
Company nor any of its subsidiaries has received any notice from any of the
other parties to such treaties, contract or agreements that such other party
intends not to perform in any material respect such treaty, contract or
agreement, and the Company and its subsidiaries have no reason to believe that
any of the other parties to such treaties, contracts or agreements will be
unable to perform such treaty, contract, agreement or arrangement.

(w) To the knowledge of the Company and each of its subsidiaries, no
change in any insurance law or regulation is pending which could have,
individually or in the aggregate, a material adverse effect on the condition,
financial or otherwise, earnings, business, prospects or results of operations
of the Company or any of its subsidiaries.

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<PAGE>

(x) The Company and LaSalle Re have 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 Prospectuses under the caption
"Certain Tax Considerations--Taxation of the Company and its Subsidiaries--
Bermuda".

(y) Other than as permitted by the Act or the Rules and Regulations,
the Company and its subsidiaries have not distributed and will not distribute,
prior to the later to occur of (i) the Closing Date and (ii) completion of the
distribution of the Shares, any prospectus or other offering material in
connection with the offering and sale of the Shares.

(z) No material labor dispute with the employees of the Company or any
of its subsidiaries exists, or to the knowledge of the Company and each of its
subsidiaries, is threatened.

(aa) Neither the Company nor any of its subsidiaries is an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended (the "Investment Company
Act").

(bb) Other than as set forth in this Agreement, there is no broker,
finder or other party that is entitled to receive from the Company or any of its
subsidiaries any brokerage commission, finder's fee or other like payment as a
result of any of the transactions contemplated by this Agreement.

(cc) The Company and each of its subsidiaries is in compliance with
all provisions of Section 1 of the Laws of Florida, Chapter 92-198, An Act
------
Relating to Disclosure of Doing Business with Cuba.
- --------------------------------------------------

(dd) Any certificate signed by an officer of the Company or any of its
subsidiaries in their capacities as such and delivered, pursuant to this
Agreement or in connection with the payment of the purchase price and delivery
of the certificates for the Shares, to the Managers or counsel for the Managers
shall be deemed a representation and warranty by the Company to the Managers as
to the matters covered thereby.

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<PAGE>

(ee) To the knowledge of the Company and each of its subsidiaries,
neither the Company nor any of its subsidiaries has violated any foreign,
federal, state or local law or regulation relating to the protection of human
health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants, or any law relating to discrimination in the hiring,
promotion or pay of employees or any applicable wages and hours laws.

(ff) KPMG Peat Marwick, who certified the financial statements and
supporting schedules included in the Registration Statement, is the independent
public accountant with respect to the Company as required by the Act and the
Rules and Regulations.

(gg) Each of the Company and its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in all material respects in accordance with
management's general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
United States generally accepted accounting principles and with statutory
accounting principles, as the case may be, and to maintain accountability for
assets; (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 existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

(hh) Any tax returns required to be filed by the Company or any of its
subsidiaries in any jurisdiction have been filed, and any material taxes,
including any withholding 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.

(ii) The Company and each of its subsidiaries owns or has valid and
adequate rights to use all patents, trademarks, trademark registration, service
marks, service mark registrations, trade names, copyrights, licenses,
inventions, trade secrets and rights owned by it or necessary for the conduct of
its respective business, free and clear of all liens, claims, security
interests,

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<PAGE>

encumbrances and restrictions that may materially interfere with the conduct of
its business, and neither the Company nor any of its subsidiaries is aware of
any claim to the contrary or any challenge by any other person to the rights of
the Company or any of its subsidiaries with respect to the foregoing.

(jj) As of the Closing Date, LaSalle Re, LaSalle Re (Services) Limited
("LaSalle Services") and LaSalle Re Capital will be the only "subsidiaries" of
the Company within the meaning of Rule 405 under the Act.

(kk) There are no currency exchange control laws or withholding taxes
imposed in Bermuda or the United Kingdom that are applicable to the payment of
dividends (i) on the Shares by the Company or (ii) by any subsidiary of the
Company, except in the United Kingdom to the extent that dividends payable are
subject to the payment at the same time of Advance Corporation Tax under the
laws of the United Kingdom.

(ll) Neither the Managers nor any subsequent purchasers of the Shares
is subject to any stamp duty, excise or similar tax imposed in Bermuda in
connection with the offering, sale or purchase of the Shares.

(mm) The Company and each of its subsidiaries have validly appointed
CT Corporation Systems as its authorized agent to receive service of process in
any suit, action or proceeding as contemplated in Section 5(p) above.

(nn) Each document filed or to be filed by the Company pursuant to the
Exchange Act so long as, in the written opinion of counsel for the Managers (a
copy of which shall be delivered to the Company), a prospectus is required to be
delivered in connection with sales by any Manager or dealer, complied or will
comply when so filed in all material respects with the Exchange Act and the
Rules and Regulations.

8. Representations and Warranties of the Selling Shareholders. Each Selling
Shareholder, severally and not jointly, represents and warrants to each Manager
that:

(a) This Agreement has been duly authorized, executed and delivered by
or on behalf of such Selling Shareholder and is a valid

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<PAGE>

and binding agreement of such Selling Shareholder, enforceable against such
Selling Shareholder in accordance with its terms.

(b) Such Selling Shareholder now has, and on the Closing Date will
have, the legal right and power, and all necessary consents, approvals and
authorizations, to enter into this Agreement, the Custody Agreement and the
Power of Attorney and on the Closing Date, such Selling Shareholder will have
the legal right and power, and all necessary consents, approvals and
authorizations, to sell, transfer and deliver the Shares to be sold by such
Selling Shareholder in the manner provided in this Agreement, such Selling
Shareholder has complied with all of the provisions under the Company's
Memorandum of Association and Bye-Laws in order to sell, transfer and deliver
the Shares to the Managers in the manner provided in this Agreement, and no such
action will conflict with or result in a breach or violation of the terms and
provisions of or constitute a default under any contract, indenture, mortgage,
loan agreement, note, lease or other instrument or agreement to which such
Selling Shareholder is a party or by which it may be bound, nor will any such
action conflict with or result in a breach or violation of the terms and
provisions of or constitute a default under (i) the charter or by-laws or other
organizational documents of such Selling Shareholder or (ii) any statute, rule,
regulation or administrative or court decree or order of any governmental agency
or body or any court or arbitrator, which is applicable to such Selling
Shareholder; and no consent, approval, authorization, order, filing,
registration, qualification or other action of or with any court, regulatory
body, arbitrator, administrative body or other governmental authority or agency
is required for the execution and delivery of this Agreement, the Custody
Agreement or the Power of Attorney, the sale, transfer and delivery of the
Shares or the consummation by such Selling Shareholder of the transactions
contemplated by this Agreement, the Custody Agreement and the Power of Attorney,
except such as may be required and have been obtained under the Act, the
Exchange Act or the Rules and Regulations or as may be required under state
securities (including state insurance securities laws) in connection with the
purchase and distribution of the Shares by the Managers.

(c) On the Closing Date, such Selling Shareholder will have, good and
valid title to the Shares to be sold by such Selling Shareholder, free and clear
of any security interests, adverse

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<PAGE>

claims, liens, equities, preferential arrangements and other encumbrances.

(d) Prior to the Closing Date, certificates in negotiable form for the
Shares to be sold by such Selling Shareholder will have been placed in custody,
for delivery pursuant to the terms of this Agreement, under the Custody
Agreement, in the form heretofore furnished to you, which Custody Agreement,
prior to the Closing Date, shall have been duly authorized, executed and
delivered by or on behalf of such Selling Shareholder; the Power of Attorney in
the form heretofore furnished to you has been duly authorized, executed and
delivered by or on behalf of such Selling Shareholder; and the Custody
Agreement and such Power of Attorney are valid and binding obligations of such
Selling Shareholder, enforceable against such Selling Shareholder in accordance
with their respective terms.

(e) Delivery of the certificates and executed Share transfers for the
Shares to be sold by such Selling Shareholder pursuant to this Agreement and the
register in the Register of Members of the entities designated by the Managers
will pass good and valid title to such Shares to such entities free and clear of
any security interests, adverse claims, liens, equities, preferential
arrangements and other encumbrances.

(f) All information furnished in writing by or on behalf of such
Selling Shareholder for use in the Registration Statement and Prospectuses is,
and on the Closing Date will be, true, correct and complete, and does not, and
on the Closing Date will not, contain any untrue statement of a material fact or
omit to state any material fact necessary to make such information not
misleading.

(g) Unless otherwise noted on Schedule I, such Selling Shareholder is
not an "investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act. If, as specified on Schedule
I, such Selling Shareholder falls within either of the categories set forth in
the preceding sentence, such Selling Shareholder is in compliance in all
material respects with the provisions of the Investment Company Act.

(h) Other than as permitted by the Act or the Rules and Regulations,
such Selling Shareholder has not distributed and will not distribute, prior to
completion of the distribution of the

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<PAGE>

Shares, any prospectus or other offering material in connection with the
offering and sale of the Shares.

(i) Other than as set forth in this Agreement, there is no broker,
finder or other party that is entitled to receive from such Selling Shareholder
any brokerage commission, finder's fee or other like payment as a result of any
of the transactions contemplated by this Agreement.

(j) Any certificate signed by or on behalf of such Selling Shareholder
(or any of the Attorneys-in-Fact) and delivered, pursuant to this Agreement, or
in connection with the payment of the purchase price and delivery of the
certificates for the Shares, to the Managers or counsel for the Managers shall
be deemed a representation and warranty by such Selling Shareholder to the
Managers as to the matters covered thereby.

(k) Each of the Selling Shareholders that is a non-U.S. person (as
contemplated by the Power of Attorney) has validly submitted to the jurisdiction
of any federal or state court sitting in The City of New York, has validly and
irrevocably waived, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of venue of any such suit, action or
proceeding brought in any such court based on or arising under this Agreement
and any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum, and has validly and irrevocably
appointed CT Corporation System as its authorized agent to receive service of
process in any such suit, action or proceeding.

(l) Except as set forth in Schedule B to each Power of Attorney, the
undersigned is neither a member of the National Association of Securities
Dealers, Inc. (the "NASD") nor "affiliated" with nor a "person associated with"
such a member as contemplated by the rules of the NASD.

(m) There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or to the
knowledge of such Selling Shareholder, contemplated or threatened against such
Selling Shareholder, or any injunction, restraining order or order of any nature
by a court of competent jurisdiction, arising out of or in connection with the
consummation of the transactions contemplated by this Agreement.

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<PAGE>

9. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless you and each
other Manager and each person, if any, who controls any Manager within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act from and
against any and all losses, claims, damages, liabilities and expenses (including
reasonable legal fees and expenses and reasonable costs of investigation)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any International Prepricing Prospectus or in the
Registration Statement or the International Prospectus or in any amendment or
supplement thereto, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses arise out of or are based upon
any untrue statement or omission or alleged untrue statement or omission which
has been made therein or omitted therefrom in reliance upon and in conformity
with the information relating to such Manager or any U.S. Underwriter furnished
in writing to the Company by or on behalf of any Manager through a Lead Manager
or by any U.S. Underwriter expressly for use in connection therewith; provided,
however, that the indemnification contained in this paragraph (a) with respect
to any International Prepricing Prospectus or the International Prospectus shall
not inure to the benefit of any Manager (or to the benefit of any person
controlling such Manager) on account of any such loss, claim, damage, liability
or expense arising from the sale of the Shares by such Manager to any person if
a copy of the International Prospectus (as then amended or supplemented) shall
not have been delivered or sent to such person within the time required by the
Act and the Rules and Regulations, and the untrue statement or alleged untrue
statement or omission or alleged omission of a material fact contained in such
International Prepricing Prospectus or the International Prospectus was
corrected in the International Prepricing Prospectus or the International
Prospectus (as then amended or supplemented), provided that the Company has
delivered the International Prepricing Prospectus or the International
Prospectus (as then amended or supplemented) to the several Managers in
requisite quantity on a timely basis to permit such delivery or sending.

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<PAGE>

(b) If any action, suit or proceeding shall be brought against any
Manager or any person controlling any Manager in respect of which indemnity may
be sought against the Company, such Manager or such controlling person shall
promptly notify the parties against whom indemnification is being sought (the
"indemnifying parties"), and such indemnifying parties shall assume the defense
thereof, including the employment of counsel and payment of all fees and
expenses; however, the omission to notify the indemnifying party shall relieve
the indemnifying party from liability only to the extent prejudiced thereby.
Such Manager or any such controlling person shall have the right to employ
separate counsel in any such action, suit or proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Manager or such controlling person unless (i) the indemnifying
parties have agreed in writing to pay such fees and expenses, (ii) the
indemnifying parties have failed to assume the defense and employ counsel within
a reasonable period of time after being notified of such action, suit or
proceeding, or (iii) the named parties to any such action, suit or proceeding
(including any impleaded parties) include both such Manager or such controlling
person and the indemnifying parties and such Manager or such controlling person
shall have been advised by its counsel in writing that representation of such
indemnified party and any indemnifying party by the same counsel would be
inappropriate under applicable standards of professional conduct (whether or not
such representation by the same counsel has been proposed) due to actual or
potential differing interests between them (in which case the indemnifying party
shall not have the right to assume the defense of such action, suit or
proceeding on behalf of such Manager or such controlling person). It is
understood, however, that the indemnifying parties shall, in connection with any
one such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for all such Managers and controlling persons, which firm
shall be designated in writing by Smith Barney Inc., and that all such fees and
expenses shall be reimbursed as they are incurred. The indemnifying parties
shall not be liable for any settlement of any such action, suit or proceeding
effected without their written consent, but if settled with such written
consent, or if there be a final judgment for the plaintiff in any such action,
suit or proceeding, the indemnifying parties

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<PAGE>

agree to indemnify and hold harmless any Manager, to the extent provided in the
preceding paragraph, and any such controlling person from and against any loss,
claim, damage, liability or expense by reason of such settlement or judgment.

(c) Each Manager agrees, severally and not jointly, to indemnify and
hold harmless the Company, the directors and officers of the Company who sign
the Registration Statement and any person who controls the Company within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, to the
same extent as the foregoing indemnity from the Company to each Manager, but
only with respect to information relating to such Manager furnished in writing
by or on behalf of such Manager through you expressly for use in the
Registration Statement, the International Prospectus or any International
Prepricing Prospectus, or any amendment or supplement thereto. If any action,
suit or proceeding shall be brought against the Company, any of the Company's
directors, any such officer or any such controlling person based on the
Registration Statement, the International Prospectus or any International
Prepricing Prospectus, or any amendment or supplement thereto, and in respect of
which indemnity may be sought against any Manager pursuant to this paragraph
(c), such Manager shall have the rights and duties given to the Company by
paragraph (b) above (except that if the Company shall have assumed the defense
thereof such Manager shall not be required to do so, but may employ separate
counsel therein and participate in the defense thereof, but the fees and
expenses of such counsel shall be at such Manager's expense), and the Company,
the Company's directors, any such officer and any such controlling person shall
have the rights and duties given to the Managers by paragraph (b) above.

(d) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and each of the Selling Shareholders on the one hand and the Managers on
the other hand from the offering of the Shares, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is

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<PAGE>

appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling Shareholders
on the one hand and the Managers on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Shareholders on the one hand and the Managers on the other hand shall be deemed
to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Selling Shareholders bear to the
total underwriting discounts and commissions received by the Managers, in each
case as set forth in the table on the cover page of the International
Prospectus. The relative fault of the Company and the Selling Shareholders on
the one hand and the Managers on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Selling
Shareholders on the one hand or by the Managers on the other hand and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

(e) The Company, the Selling Shareholders and the Managers agree that
it would not be just and equitable if contribution pursuant to this Section 9
were determined by a pro rata allocation (even if the Managers were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 9, no Manager shall
be required to contribute any amount in excess of the amount by which the total
price of the Shares underwritten by it and distributed to the public exceeds the
amount of any damages which such Manager has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. 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

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<PAGE>

fraudulent misrepresentation. The Managers' obligations to contribute pursuant
to this Section 9 are several in proportion to the respective numbers of Shares
set forth opposite their names in Schedule II hereto (or such numbers of Shares
increased as set forth in Section 12 hereof) and not joint.

(f) No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding.

(g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 9 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 9 and the
representations and warranties of the Company and the Selling Shareholders set
forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Manager or any
person controlling any Manager, the Company, the Company's directors or
officers or the Selling Shareholders, any director, officer or partner of a
Selling Shareholder or any person controlling the Company or any Selling
Shareholder, (ii) acceptance of any Shares and payment therefor hereunder, and
(iii) any termination of this Agreement. A successor to any Manager or any
person controlling any Manager, or to the Company, the Company's directors or
officers or any person controlling the Company, shall be entitled to the
benefits of the indemnity, contribution and reimbursement agreements contained
in this Section 9.

10. Conditions of Managers' Obligations. The several obligations of the
Managers to purchase the Shares hereunder are subject to the following
conditions:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
to be declared effective before the

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<PAGE>

offering of the Shares may commence, the Registration Statement or such
post-effective amendment shall have become effective not later than 5:30 P.M.
New York City time, on the date hereof, or at such later date and time as shall
be consented to in writing by you, and all filings, if any, required by Rules
424 and 430A under the Act shall have been timely made; no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceeding for that purpose shall have been instituted or, to the
knowledge of the Company or any Manager, threatened by the Commission, and any
request of the Commission for additional information (to be included in the
Registration Statement or the Prospectuses or otherwise) shall have been
complied with to your reasonable satisfaction.

(b) Subsequent to the effective date of this Agreement, there shall
not have occurred (i) any change, or any development involving a prospective
change, that would have a material adverse effect on the condition, financial or
otherwise, earnings, business, prospects, or results of operations of the
Company and its subsidiaries taken as a whole, not contemplated by the
Prospectuses, which in your opinion, as Lead Managers of the several Managers,
would materially adversely affect the market for the Shares, or (ii) any event
or development relating to or involving the Company or any officer or director
of the Company or any Selling Shareholder which makes any statement made in the
Prospectuses untrue or which, in the opinion of the Company and its counsel or
the Managers and their counsel, requires the making of any addition to or
change in the Prospectuses in order to state a material fact required by the
Act or any other law to be stated therein or necessary in order to make the
statements therein not misleading, if amending or supplementing the
Prospectuses to reflect such event or development would, in your opinion, as
Lead Managers for the several Managers, materially adversely affect the market
for the Shares.

(c) You shall have received on the Closing Date an opinion of Mayer,
Brown & Platt, counsel for the Company and LaSalle Re, dated the Closing Date
and addressed to you, as Lead Managers for the several Managers, to the effect
that:

(i) This Agreement is a valid and binding agreement of the
Company.

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(ii) On the Closing Date, all of the outstanding shares of capital
stock of the Company and LaSalle Re (including the Shares) conformed in all
material respects to the description thereof contained in the Prospectuses; to
the knowledge of such counsel, the Shares are not subject to any contractual
pre-emptive or other similar rights; the form of certificates for the Shares
conforms to the requirements of the Nasdaq National Market; and the Shares have
been approved for quotation on the Nasdaq National Market.

(iii) To the knowledge of such counsel there is no legal or
governmental action, suit or proceeding before or by any court or governmental
agency or body, domestic or foreign, now pending, contemplated or threatened
against the Company or any of its subsidiaries or any injunction, restraining
order or order of any nature by a court of competent jurisdiction, arising out
of or in connection with the consummation of the transactions contemplated by
this Agreement.

(iv) The Registration Statement and each post-effective amendment, if
any, is effective under the Act and the Rules and Regulations and, to such
counsel's knowledge, no stop order suspending the effectiveness of the
Registration Statement or any part thereof or preventing or suspending the use
of any Prepricing Prospectus has been issued under the Act or the Rules and
Regulations or proceedings therefor initiated or threatened or are pending or
contemplated by the Commission, and any required filing of the Prospectuses
pursuant to Rule 424(b) has been made in accordance with such rule.

(v) Statements set forth in the Prospectuses under the headings "Risk
Factors", "Management's Discussion and Analysis of Financial Condition and
Results of Operations", "Business", "Management", "Certain Transactions",
"Description of Capital Stock" and in the Registration Statement under Items 14
and 15 of Part II of the Registration Statement, insofar as such statements
constitute a summary of the legal matters, documents or proceedings or refer to
statements of regulation, law or legal conclusions referred to therein fairly
present the information called for with respect to such legal matters, documents
or proceedings and statements, and are accurate in all material respects.

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(vi) No consent, approval, authorization, order, filing, registration,
qualification or other action of or with any court, regulatory body, arbitrator,
administrative body or other governmental authority or agency is required for
the issue and sale of the Shares or the consummation of the transactions
contemplated by this Agreement, except such as may be required and have been
obtained under the Act, the Exchange Act and the Rules and Regulations, or as
may be required under state securities laws (including state insurance
securities laws) in connection with the distribution of the Shares by the
Underwriters and other than the Form SR required to be filed under the Act and
the Rules and Regulations; and the issue and sale of the Shares, the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated herein will not conflict with or constitute a breach
of, or default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement,
note, lease or other instrument or agreement to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject and which is listed on Exhibit A to such opinion, nor will any such
action conflict with or result in a breach or violation of the terms and
provisions of or constitute a default under any material statute, rule,
regulation or administrative or court decree or order of any governmental agency
or body or any court or arbitrator, which is applicable to the Company or any of
its subsidiaries or any of their respective properties.

(vii) The Company and each of its subsidiaries have validly appointed
CT Corporation Systems as its authorized agent to receive service of process in
any suit, action or proceeding as contemplated in Section 5(p) above.

(viii) To the knowledge of such counsel no (i) legal or governmental
action, suit or proceeding before or by any court or governmental agency or
body, domestic or foreign, now pending, contemplated or threatened against the
Company or any of its subsidiaries; (ii) statute, rule, regulation or order that
has been enacted, adopted or issued by any governmental agency or body,
domestic or foreign, or (iii) injunction, restraining order or order of any
nature by a court of competent jurisdiction that has been

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issued, any of the foregoing of which (a) is required to be disclosed in the
Registration Statement or the Prospectuses and is not so disclosed; or (b) in
any manner seek to challenge the validity of this Agreement or the Shares; and,
after due inquiry, such counsel is not aware of any material contract or other
document that is required to be described in the Registration Statement or the
Prospectuses or to be filed as an exhibit to the Registration Statement that is
not so described or filed as required.

(ix) Neither the Company nor any of its subsidiaries is an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act.

(x) Such counsel (1) is of the opinion that the Registration
Statement, as of the date it became effective, any amendment to the Registration
Statement, as of its effective date, and the Prospectuses, as of their date
(other than the financial statements and schedules included therein, as to which
no opinion need be expressed) complies as to form in all material respects with
the requirements of the Act and the Rules and Regulations, and (2) shall also
state that nothing has come to their attention that leads them to believe that
(other than the financial statements and schedules included therein, as to which
no belief need be expressed) the Registration Statement, as of the date it
became effective, or any amendment to the Registration Statement, as of its
effective date, contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and that the Prospectuses, as of their dates,
as of the date of any amendments or supplements thereto, and as amended or
supplemented at the Closing Date, contained or contains any untrue statement of
a material fact or omitted or omits to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

(xi) The discussion of tax matters set forth under the heading
"Certain Tax Considerations" in the Prospectuses accurately reflects such
counsel's opinion as to such tax laws (subject to the qualifications and
assumptions set forth in such discussion).

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Such opinion shall also state that such counsel has participated in
the preparation of the Registration Statement and the Prospectuses and has
participated in conferences with officers and other representatives of the
Company and its subsidiaries, at which the contents of the Registration
Statement and Prospectuses were discussed. With respect to subparagraph (x) of
paragraph (c) above, such counsel may state they are not passing upon the
adequacy or accuracy of the financial or statistical data contained in the
Registration Statement or Prospectuses. Regarding matters relating to Bermuda
law, such counsel shall be entitled to rely on the opinion of Conyers, Dill &
Pearman, Bermuda counsel to the Company.

(d) You shall have received a favorable opinion of Conyers, Dill &
Pearman, Bermuda counsel for the Company, LaSalle Re and LaSalle Re Capital,
dated the Closing Date, to the effect that:

(i) Each of the Company, LaSalle Re and LaSalle Re Capital is
incorporated and validly existing as an exempted company, and has been duly
organized (meaning that the provisional directors meeting and the statutory
members meeting required by the Companies Act 1981 have been held), under the
laws of Bermuda and is in good standing under the laws of Bermuda (meaning that
it has not failed to make any required filing with any Bermuda government
authority or to pay any Bermuda government fee or tax, the failure of which
would make such company liable to be struck off the register of companies and
thereby cease to exist under the laws of Bermuda) with all requisite corporate
power and authority and has all necessary permits of Bermuda government
authorities (including regulatory authorities) which remain in full force and
effect, to carry on its business and to own, lease and operate its properties as
both are described in the Registration Statement and the Prospectuses.

(ii) Based solely upon certified copies of the respective members
registers, the minutes, resolutions, memoranda of association and Bye-laws of
the Company, LaSalle Re and LaSalle Re Capital which we have examined and
searches of the register of charges maintained by the Bermuda Registrar of
Companies: (a) all of the issued shares in the capital of the Company, including
the Shares to be sold by the Selling Shareholders, have been duly and validly
authorized and issued and are fully paid and non-assessable (which term when
used in such opinion shall mean that no further sums are required to be paid by
the holders thereof in connection with the issue of such shares); and (b) each
of LaSalle Re and

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LaSalle Re Capital is a subsidiary of the Company. The Shares are not subject
to any statutory pre-emptive rights (or similar statutory rights), and the form
of share certificates relating thereto conforms with the requirements of
Bermuda law.

(iii) LaSalle Re is duly registered as an insurer under The Insurance
Act 1978 and the regulations promulgated thereunder (together, the "Insurance
Act") and as so registered, LaSalle Re may conduct the insurance business as
described in the Prospectuses; and, based solely on Certificates of Compliance
issued by the Bermuda Registrar of Companies and without independent enquiry,
LaSalle Re has filed with the appropriate Bermuda governmental authority
(including regulatory authority) all reports, documents or other information
required to be filed under the Insurance Act.

(iv) The Company has taken all corporate action required to authorize
its due execution, delivery and performance of this Agreement. This Agreement
has been duly authorised and executed by the Company and when delivered will
constitute the valid and binding obligations thereof enforceable in accordance
with its terms.

(v) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement and the consummation by
the Company of the transactions contemplated by this Agreement do not and will
not:

(a) violate any provision of the Memorandum of Association or
Bye-laws of the Company or LaSalle Re;

(b) contravene any provision of any of the laws, rules and
regulations of Bermuda;

(c) based solely upon a search of the Cause Book maintained in
the registry of the Bermuda Supreme Court, and without
further enquiry, contravene any judgment, order or decree by
the Bermuda Supreme Court against the Company LaSalle Re; or

(d) require any consent, approval, authorisation, qualification
or order of, or filing or registration with, any Bermuda
Court or Bermuda governmental agency (including regulatory and

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administrative), except such as have been obtained or such
as may relate to the effect of the indemnity provisions of
this Agreement on LaSalle Re's statutory solvency margins.

(vi) Based solely upon our search of the Cause Book maintained in the
registry of the Bermuda Supreme Court and without further enquiry, there is no
action, suit, proceeding, injunction, restraining order or other order now
pending before any Bermuda Court against the Company, LaSalle Re or LaSalle Re
Capital or any of their respective properties.

(vii) Based solely upon a search of the register of charges maintained
by the Bermuda Registrar of Companies, and without further enquiry, there are no
registered liens, encumbrances, equities or claims in such register of charges
in respect of those shares issued in the Company, LaSalle Re and LaSalle Re
Capital other than: (a) a Mortgage of Shares dated as of 1 December 1995 between
the Company and Chemical Bank; and (b) a Deed dated as of 1 December 1995
between the Company and Chemical Bank.

(viii) All statements made in the Registration Statement and
Prospectuses with respect to statutes, regulations, rules, treaties and other
laws of Bermuda fairly and accurately present the information set forth therein
and such counsel's opinion as to such matters.

(ix) Based upon an assumption that there are reasonable grounds for
believing that immediately before and after entering this Agreement the Company
(a) is able to pay its liabilities as they fall due and (b) has assets with a
realisable value equal to or greater than the sum of its respective liabilities,
issued share capital and share premium account, the consummation of the
transactions contemplated by this Agreement (including but not limited to any
actions taken pursuant to the indemnification and contribution provisions
contained herein) will not constitute unlawful financial assistance by the
Company under Bermuda law.

(x) Each of the Company and LaSalle Re has received from the Bermuda
Minister of Finance an assurance pursuant to the Exempted Undertakings Tax
Protection Act 1966 to the effect set

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forth in the Prospectuses under the heading "Certain Tax Considerations -
Taxation of the Company and its Subsidiaries - Bermuda."

(xi) The Managers and subsequent purchasers of the Shares purchased
pursuant to this Agreement are not subject to any stamp duty, excise or similar
tax imposed in Bermuda in connection with the offering, sale or purchase of such
Shares, and there are no currency exchange control laws or withholding taxes
that are applicable to the payment of dividends by the Company, LaSalle Re or
LaSalle Re Capital.

(xii) There are no statutes or Bermuda government rules, regulations
or orders which seek to challenge the validity of this Agreement or the Shares.

(xiii) The discussion of tax matters relating to Bermuda set forth
under the heading "Certain Tax Considerations" in the Prospectuses accurately
reflects the opinion of such counsel as to such matters (subject to the
qualifications and assumptions set forth in such discussion).

(xiv) Upon delivery of the share certificates and share transfer forms
duly executed in favour of the Managers' designees in respect of the Shares to
be sold by the Selling Shareholders, and the entry in the Company's register of
members of such designees, such designees will be the registered owners of legal
title to such Shares.

(e) You shall have received a favorable opinion of Clyde & Co.,
United Kingdom counsel for the Company and LaSalle Services, dated the Closing
Date, to the effect that:

(i) LaSalle Services has been duly incorporated and organized and is
validly existing as a corporation under the laws of the United Kingdom, with all
requisite power and authority (corporate and otherwise) to own, lease and
operate its properties and conduct its business as described in the Registration
Statement and the Prospectuses; all of the issued and outstanding capital stock
of LaSalle Services has been duly authorized and validly issued and is fully
paid and non-assessable and, all of such capital stock (except as otherwise
described in the Registration Statement of the Prospectuses) will be owned by
the Company, directly or

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through one or more of its subsidiaries and, to the knowledge of such counsel,
free and clear of any mortgage, pledge, lien, encumbrance, security interest,
adverse claim or equity.

(ii) There are no currency exchange control laws or withholding taxes
that are applicable to the payment of dividends by LaSalle Services, except to
the extent that dividends payable are subject to the payment at the same time of
Advance Corporation Tax under the tax laws of the United Kingdom.

(iii) The discussion set forth under the heading "Certain Tax
Consideration--Taxation of the Company and its Subsidiaries--United Kingdom" in
the Prospectuses is accurate (subject to the qualifications, limitations and
assumptions set forth in such discussion).

(iv) Neither the Company nor any of its subsidiaries is required to be
licensed or admitted as an insurer or an insurance holding company, as
applicable, under, or to otherwise comply with, the insurance laws or
regulations of any jurisdiction within the United Kingdom in order to conduct
their respective businesses as described in the Prospectuses, provided that
--------
LaSalle Re Capital must be admitted by Lloyd's to corporate membership in order
to carry on insurance business as a member of Lloyd's syndicates.

(f) You shall have received a favorable opinion of counsel for each
Selling Shareholder, dated the Closing Date, to the effect that:

(i) This Agreement has been duly authorized, executed and delivered by
or on behalf of such Selling Shareholder and is a valid and binding agreement of
such Selling Shareholder, enforceable against such Selling Shareholder in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

(ii) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein will not conflict with or
result in a breach or violation of the terms and provisions of or constitute a
default under the

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<PAGE>

charter or by-laws or other organizational documents of such Selling
Shareholder.

(iii) The Custody Agreement and the Power of Attorney have been duly
authorized, executed and delivered by or on behalf of such Selling Shareholder
and are valid and binding obligations of such Selling Shareholder, enforceable
against such Selling Shareholder in accordance with their respective terms,
subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

(iv) Delivery of the certificates and executed Share transfers for
the Shares to be sold by such Selling Shareholder pursuant to this Agreement and
the register in the Register of Members of the entities designated by the
Managers will pass good and valid title to such Shares to such entities free and
clear of any security interests, adverse claims, liens, equities, preferential
arrangements and other encumbrances.

Such counsel shall be satisfactory to the Managers and of good
standing. Regarding matters relating to Bermuda law, such counsel shall be
entitled to rely on the opinion of Conyers, Dill & Pearman, Bermuda counsel to
the Company. The opinion of such counsel described above shall be rendered to
the Managers at the request of the Company and shall so state therein.

(g) You shall have received on the Closing Date an opinion of
LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the Managers, dated the
Closing Date, with respect to such matters as you may reasonably request.
Regarding matters relating to Bermuda law, such counsel shall be entitled to
rely on the opinion of Conyers Dill & Pearman, Bermuda counsel to the Company.

(h) You shall have received from the Chief Executive Officer and the
Chief Financial Officer of the Company a certificate, dated the Closing Date, in
which such officers, to the best of their knowledge and after reasonable
investigation, shall state that there has not been, since the respective dates
as of which information is given in the Registration Statement and the
Prospectuses, (i) any material adverse change in the condition, financial or
otherwise, earnings, business, prospects, or results of

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operations of the Company and its subsidiaries considered as a whole, whether
or not arising in the ordinary course of business, (ii) any material
transaction entered into by the Company or any of its subsidiaries other than
those in the ordinary course of business, or (iii) any material change in the
capital stock of the Company nor any material increase in the short-term or
long-term debt of the Company (other than in the ordinary course of business),
except in the case of clauses (i), (ii) and (iii) as set forth in the
Prospectuses; the representations and warranties of the Company contained in
Section 7 are true and correct with the same force and effect as though made on
and as of the Closing Date and the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date; and no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
have been initiated or threatened or are contemplated by the Commission.

(i) You shall have received from KPMG Peat Marwick, independent
public accountants, two letters, the first dated the date of this Agreement and
the other dated such Closing Date, addressed to the Managers (with conformed
copies for each of the Managers), substantially in the forms heretofore approved
by you.

(j) The Company shall not have failed at or prior to the Closing
Date to have performed or complied with any of its agreements herein contained
and required to be performed or complied with by it hereunder at or prior to the
Closing Date.

(k) All the representations and warranties of the Selling
Shareholders contained in this Agreement shall be true and correct on and as of
the date hereof and on and as of the Closing Date with the same force and effect
as if made on and as of the Closing Date, and you shall have received a
certificate satisfactory to you, dated the Closing Date and signed by or on
behalf of the Selling Shareholders to the effect set forth in this Section 10(l)
and in Section 10(m) hereof.

(l) The Selling Shareholders shall not have failed at or prior to the
Closing Date to have performed or complied with any of their agreements and
satisfied all conditions contained in this Agreement or the U.S. Underwriting
Agreement and required to be

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performed or complied with or satisfied by them at or prior to the Closing
Date.

(m) The Selling Shareholders shall have furnished or caused to be
furnished to you such further certificates and documents as you shall have
reasonably requested.

(n) The Common Shares shall have been listed or approved for listing
on the Nasdaq National Market.

(o) The closing under the U.S. Underwriting Agreement shall have
occurred concurrently with the closing hereunder on the Closing Date.

All such opinions, certificates, letters and other documents will be
in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to you and your counsel.

Any certificate or document signed by any officer of the Company or
any Attorney-in-Fact or any Selling Shareholder and delivered to you, as Lead
Managers for the several Managers, or to counsel for the Managers, shall be
deemed a representation and warranty by the Company, the Selling Shareholders or
the particular Selling Shareholder, as the case may be, to each Manager as to
the statements made therein.

11. Expenses. The Company agrees to pay the following costs and expenses
and all other costs and expenses incident to the performance of the Company's
and the Selling Shareholders' respective obligations hereunder: (i) the
preparation, printing or reproduction, and filing with the Commission of the
Registration Statement (including financial statements and exhibits thereto),
each Prepricing Prospectus, the Prospectuses, and each amendment or supplement
to any of them; (ii) the printing (or reproduction) and delivery (including
postage, air freight charges and charges for counting and packaging) of such
copies of the registration statement, each Prepricing Prospectus, the
Prospectuses, and all amendments or supplements to any of them as may be
reasonably requested for use in connection with the offering and sale of the
Shares; (iii) the preparation, printing, authentication, issuance and delivery
of certificates for the Shares, including any stamp taxes in connection with the
original issuance and sale of the

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Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the
U.S. Underwriting Agreement, the Supplemental Agreement Among U.S.
Underwriters, the Agreement Among Managers, the Agreement Between U.S.
Underwriters and Managers, the International Selling Agreement, the Managers'
Questionnaire, the preliminary and supplemental Blue Sky Memoranda and all
other agreements or documents printed (or reproduced) and delivered in
connection with the original issuance and sale of the Shares; (v) the listing
of the Shares on the Nasdaq National Market; (vi) the registration or
qualification of the Shares for offer and sale under the securities laws of the
several jurisdictions as provided in Section 5(g) hereof (including the
reasonable fees, expenses and disbursements of counsel for the Managers
relating to the preparation, printing or reproduction, and delivery of the
preliminary and supplemental Blue Sky Memoranda and such registration and
qualification); (vii) the fees and expenses of the Registrar and Transfer Agent
for the Shares and its counsel; (viii) the filing fees in connection with any
filings required to be made with the National Association of Securities
Dealers, Inc.; (ix) the transportation and other expenses incurred by or on
behalf of representatives of the Company in connection with presentations to
prospective purchasers of the Shares; and (x) the fees and expenses of the
Company's accountants and the fees and expenses of counsel (including local and
special counsel) for the Company.

12. Effective Date of Agreement. This Agreement shall become effective:
(i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at
the time this Agreement is executed and delivered, it is necessary for the
registration statement or a post-effective amendment thereto to be declared
effective before the offering of the Shares may commence, when notification of
the effectiveness of the registration statement or such post-effective
amendment has been released by the Commission. Until such time as this
Agreement shall have become effective, it may be terminated by the Company, by
notifying you, or by you, as Lead Managers for the several Managers, by
notifying the Company and the Selling Shareholders.

If any one or more of the Managers shall fail or refuse to purchase
Shares which it or they are obligated to purchase hereunder on the Closing Date,
and the aggregate number of Shares which such defaulting Manager or Managers are
obligated but fail or refuse to purchase is not more than one-tenth of the
aggregate number of

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Shares which the Managers are obligated to purchase on the Closing Date, each
non-defaulting Manager shall be obligated, severally, in the proportion which
the number of Shares set forth opposite its name in Schedule II hereto bears to
the aggregate number of Shares set forth opposite the names of all
non-defaulting Managers or in such other proportion as you may specify in
accordance with Section 20 of the Master Agreement Among Underwriters of Smith
Barney Inc., to purchase the Shares which such defaulting Manager or Managers
are obligated, but fail or refuse, to purchase. If any one or more of the
Managers shall fail or refuse to purchase Shares which it or they are obligated
to purchase on the Closing Date and the aggregate number of Shares with respect
to which such default occurs is more than one-tenth of the aggregate number of
Shares which the Managers are obligated to purchase on the Closing Date and
arrangements satisfactory to you and the Company for the purchase of such
Shares by one or more non-defaulting Managers or other party or parties
approved by you and the Company are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Manager or the Company or any Selling Shareholder. In any such
case which does not result in termination of this Agreement, either you or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectuses or any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Manager from liability in respect of any such default of
any such Manager under this Agreement. The term "Manager" as used in this
Agreement includes, for all purposes of this Agreement, any party not listed in
Schedule II hereto who, with your approval and the approval of the Company,
purchases Shares which a defaulting Manager is obligated, but fails or refuses,
to purchase.

Any notice under this Section 12 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.

13. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Manager to the Company or any Selling Shareholder, by notice to the Company, if
prior to the Closing Date, (i) trading in securities generally on the New York
Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall
have been suspended or materially limited, (ii) a general moratorium on

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<PAGE>

commercial banking activities in New York or Bermuda shall have been declared by
either federal or state (or comparable) authorities, or (iii) there shall have
occurred any outbreak or escalation of hostilities or other international or
domestic calamity, crisis or change in political, financial or economic
conditions, the effect of which on the financial markets of the United States is
such as to make it, in your judgment, impracticable or inadvisable to commence
or continue the offering of the Shares at the offering price to the public set
forth on the cover page of the International Prospectus or to enforce contracts
for the resale of the Shares by the Managers.

Notice of such termination may be given by telegram, telecopy or
telephone and shall be subsequently confirmed by letter.

14. Information Furnished by the Managers. The statements set forth in
the last paragraph on the cover page, the first three legends on the inside
front cover page, and the sentences of the first two paragraphs of text under
the caption "Underwriting" concerning the terms of the offering by the Managers
and the tables thereunder and the third, eighth, ninth, tenth, eleventh,
fourteenth and last paragraphs in such Underwriting section in any International
Prepricing Prospectus and in the International Prospectus constitute the only
information furnished by or on behalf of the Managers through you as such
information is referred to in Sections 7 and 9 hereof.

15. Miscellaneous. Except as otherwise provided in Sections 5, 12 and 13
hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company or the Selling
Shareholders, at the office of the Company at 25 Church Street, P.O. Box HM
1502, Hamilton HM FX Bermuda, Attention: Victor H. Blake, Chairman; or (ii) if
to you, as Lead Managers for the several Managers, care of Smith Barney Inc.,
388 Greenwich Street, New York, New York 10013, Attention: Manager, Investment
Banking Division.

This Agreement has been and is made solely for the benefit of the
several Managers, the Company, the Company's directors and officers, the other
controlling persons referred to in Section 9 hereof and the Selling Shareholders
and their respective successors and assigns, to the extent provided herein, and
no other person shall acquire or have any right under or by virtue of this

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Agreement. Neither the term "successor" nor the term "successors and assigns"
as used in this Agreement shall include a purchaser from any Manager of any of
the Shares in his status as such purchaser.

16. Applicable Law; Counterparts. This Agreement shall 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.

This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.

-47-
<PAGE>

Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Selling Shareholders and the several Managers.

Very truly yours,

LASALLE RE HOLDINGS LIMITED

By ______________________________
President and Chief
Executive Officer

Each of the Selling Shareholders
named in Schedule I hereto

By ______________________________
Attorney-in-Fact

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Managers named in Schedule II
hereto.

-48-
<PAGE>

SMITH BARNEY INC.
LAZARD CAPITAL MARKETS
MORGAN STANLEY & CO. INTERNATIONAL LIMITED

As Lead Managers for the Several Managers

By SMITH BARNEY INC.

By ______________________________
Managing Director

-49-
<PAGE>

SCHEDULE I

LASALLE RE HOLDINGS LIMITED

Number
Selling Shareholders of Shares
-------------------- ---------

______________
Total........ ______________

-50-
<PAGE>

SCHEDULE II

LASALLE RE HOLDINGS LIMITED

Number
Underwriter of Shares
----------- ---------

Smith Barney Inc.

Lazard Capital Markets

Morgan Stanley & Co.
International Limited
---------
Total...... ---------

-51-

<PAGE>

[LETTERHEAD OF CONYERS DILL & PEARMAN]

8 November 1996

LaSalle Re Holdings Limited
25 Church Street
Hamilton, Bermuda

Dear Sirs:

RE: LASALLE RE HOLDINGS LIMITED (THE "COMPANY")

We have acted as special legal counsel in Bermuda to you and the selling
shareholders in connection with the preparation of a registration on Form S-1
Registration No. 333-14861 (the "Registration Statement") relating to the
registration of an offering of up to 3,622,500 common shares of the Company (the
"Common Shares").

For the purposes of giving this opinion, we have examined the Registration
Statement, copies of minutes of the Company's board of directors and of its
shareholders, and such other documents and made such enquiries as to questions
of law as we have deemed necessary in order to render the opinions set forth
below.

We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies of documents (whether or not
certified), (b) the accuracy and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, (c) the
authority of all persons signing any documents reviewed by us, (d) that there is
no provision of the law of any jurisdiction, other than Bermuda, which would
have any implication in relation to the opinions expressed herein.
<PAGE>

-2-

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda.

On the basis of, and subject to, the foregoing, we are of the opinion that:

1. the Common Shares to be sold by the selling shareholders, when sold by the
selling shareholders, will be legally issued, fully paid and non-assessable;

2. the discussions set forth under the headings "Certain Tax Considerations -
Taxation of the Company and its Subsidiaries - Bermuda" and "Certain Tax
Considerations - Taxation of Shareholders - Bermuda Taxation" accurately
reflect our opinion with respect to the matters set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the sections entitled
"Certain Tax Considerations" and "Legal Matters" in the Registration Statement.

Yours faithfully,
CONYERS DILL & PEARMAN
/s/ Conyers Dill & Pearman

<PAGE>

[LETTERHEAD OF MAYER, BROWN & PLATT]

November 18, 1996

LaSalle Re Limited
25 Church Street
P.O. Box HM 1502
Hamilton HM FX, Bermuda

Re: LaSalle Re Holdings Limited
---------------------------

Gentlemen:

We have acted as counsel to LaSalle Re Limited, a Bermuda corporation (the
"Company"), and to LaSalle Re Holdings Limited, a Bermuda corporation
("Holdings"), in connection with the corporate proceedings (the "Corporate
Proceedings") taken and to be taken relating to the public offerings of the
Common Shares (the "Common Shares") of Holdings. We have also participated in
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a registration statement on Form S-1 (the
"Registration Statement") relating to the Common Shares. In this connection, we
have examined such corporate and other records, instruments, certificates and
documents as we considered necessary to enable us to express this opinion.

In rendering the opinion set forth in the paragraph below, we have relied
upon the Internal Revenue Code of 1986, as amended (the "Code"), legislative
history, Treasury regulations, judicial authorities, published positions of the
Internal Revenue Service (the "IRS") and such other authorities as we have
considered to be relevant. No tax rulings will be sought from the IRS with
respect to any of the matters discussed herein.

Based on the foregoing, we hereby confirm that, subject to the limitations
set forth therein, the discussion set forth under the captions "Risk Factors --
Tax Matters" and "Certain Tax Considerations" accurately summarizes our opinion
of the material U.S. federal income tax consequences that could result from the
<PAGE>

November 18, 1996
Page 2

purchase, ownership and disposition of the Common Shares by entities or
individuals who hold the Common Shares as "capital assets" within the meaning of
section 1221 of the Code and are subject to U.S. federal income taxation without
regard to the source of their income, and the material federal income tax
consequences applicable to the operations of Holdings and its subsidiaries,
including the Company.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the captions "Certain Tax
Considerations" and "Legal Matters."

We are admitted to practice law in the State of Illinois and we express no
opinions as to matters under or involving any laws other than the laws of the
State of Illinois and the federal law of the United States of America.

Very truly yours,

MAYER, BROWN & PLATT

By /s/ George W. Craven
-----------------------
George W. Craven

<PAGE>

[LETTERHEAD OF CLYDE & CO.]

Our ref. Your ref. Date
VGS/96-04410 15 November 1996

Dear Sirs

OPINION

We have acted as legal advisers in England and Wales to LaSalle Re Limited,
a Bermudian corporation, ("LaSalle Re") and its subsidiaries, LaSalle Re
(Services) Limited, a United Kingdom company, ("Services") and LaSalle Re
Corporate Capital Ltd., a Bermudian corporation, ("LaSalle Re Capital"), in
connection with, inter alia:

(i) a Contact Services Agreement between LaSalle Re and Services; and

(ii) an application by LaSalle Re Capital, for corporate membership of
Lloyd's.
<PAGE>

-2-

We have also commented at your request, made on behalf of LaSalle Re
Holdings Limited ("the Company"), on the Registration Statement described
below.

This Opinion is furnished to you solely for your benefit and is not to be
relied upon by any other person without our written consent.

1. In rendering this opinion we have considered the following documents:

(a) the Company's Registration Statement on Form S-1 (No 333-14861),
dated 25 October 1996 and any amendments thereto (the
"Registration Statement");

(b) a Contact Office Services Agreement dated 1 September 1994;

(c) a letter dated 23 August 1994 from Verner Southey of Clyde & Co to
Alan Williams of the UK Department of Trade and Industry
(Insurance Division) (the "DTI Letter");

(d) a draft memorandum dated 4 May 1994 from Clyde & Co to CNA
International, London, agents for LaSalle Re, headed "LaSalle Re:
Proposed Contact Office in the UK" (the "First Memorandum");

(e) a memorandum dated 6 June 1994 from Clyde & Co to CNA
International, London headed "LaSalle Re: Management and Control
Issues" (the "Second Memorandum"); and

(f) the documents filed by Clyde & Co with Lloyd's in relation to the
application by LaSalle Re Capital for corporate membership of
Lloyd's.
<PAGE>

-3-

2. In connection with this Opinion we have assumed:

(a) that the Company, LaSalle Re and Services carry on business in
conformity with the description in the Registration Statement;

(b) that Services carries on business in conformity with the
description in the DTI Letter and the recommendations made by
Clyde & Co in the First Memorandum;

(c) that LaSalle Re Capital will not carry on any business other than
that of a corporate member of Lloyd's underwriting through
managing agents at Lloyd's;

(d) that neither the Company nor LaSalle Re has any place of business
or carry on any business in the United Kingdom other than through
Services or LaSalle Re Capital;

(e) that Services does not have any place of business or carry out any
business function or activity in the United Kingdom save for those
governed by the Contact Office Services Agreement; and

(f) that the management and control of the Company and LaSalle Re are
exercised wholly outside the United Kingdom and in accordance with
the Second Memorandum.

We do not in our capacity as legal advisers to the Company in England and
Wales have any personal knowledge of any matter which is inconsistent with
the facts assumed above but we have not carried on any investigation or
verification of those facts.
<PAGE>

-4-

Based upon and subject to the foregoing, we are of the opinion that:

(i) Services is subject to tax in the United Kingdom in respect of its
own income;

(ii) LaSalle Re Capital will be subject to tax in the United Kingdom in
respect of its profits and gains as an underwriting member of
Lloyd's but that;

(iii) the activities of Services and LaSalle Re Capital will not cause the
Company or LaSalle Re to be subject to United Kingdom tax on any
portion of their net income.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the section
entitled "Certain Tax Considerations" in the Registration Statement.

Yours faithfully

/s/ Clyde & Co.

Clyde & Co

<PAGE>

AMENDMENT OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into as of October 1, 1996 (the
"Effective Date"), by and between Victor H. Blake (the "Executive") and LaSalle
Re Limited (the "Company");

WITNESSETH THAT:
---------------

WHEREAS, the parties have previously entered into an employment agreement
dated as of April 1, 1994, which employment agreement was previously amended and
restated as of October 1, 1995 (as so amended and restated, the "Amended and
Restated Employment Agreement"); and

WHEREAS, further amendment of the Amended and Restated Employment Agreement
is now desirable to reflect certain recommendations of the Compensation
Committee;

NOW, THEREFORE, it is hereby agreed by and between the Company and the
Executive as follows:

1. The following is substituted for the first sentence of paragraph 2(a) of
the Amended and Restated Employment Agreement, effective as of October 1,
1996:

"The Executive shall receive, for each 12-consecutive month period
beginning on October 1, 1996 and each anniversary thereof, in substantially
equal monthly or more frequent installments, an annual base salary of
$575,000 (the "Salary")."

2. The following is substituted for paragraph A-2 of Exhibit A of the Amended
and Restated Employment Agreement, effective as of October 1, 1996:

"A-2 Guidelines. The bonus shall be determined in accordance with the
following guidelines:

. The bonus shall be earned and paid annually based upon the Company's
Rate of Return (defined below) achieved for each fiscal year of the
Company, while the Executive is employed by the Company.

. An annual bonus calculation will be based on the Company's Rate of
Return earned each year. If the Company's Rate of Return for any year
exceeds 15%, the bonus will be paid according to the following
formula:

- For each 1% (or portion thereof) improvement in Rate of
Return above 15% and up to and
<PAGE>

including 25%, an additional 10% (or portion thereof) of
Base Salary will be paid; and

- For each 1% (or portion thereof) improvement in Rate of
Return from 26% and up to and including 35%, an additional
5% (or portion thereof) of Base Salary will be paid, up to a
maximum of 150% of Base Salary if the Company achieves a 35%
Rate of Return in that year.

- The maximum bonus would be $862,500 and the maximum total
annual salary and bonus would be $1,437,500.

. The initial formula contemplates short tail business only. If the
Board adjusts the business plan, an additional plan would be
established for the long tail business.

. The "Rate of Return" for any fiscal year shall be equal to the net
income of the Company for the fiscal year, divided by shareholders'
equity at the beginning of the period (as determined on the basis of
U.S. generally accepted accounting principles). For purposes of this
calculation any unrealized appreciation or depreciation of the
Company's investments shall be disregarded (both as to the numerator
and the denominator). "

IN WITNESS THEREOF, the Executive has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
and its corporate seal to be hereunto affixed, all as of the day and year first
above written.

/s/ Victor H. Blake
-----------------------------------
Victor H. Blake

LaSalle Re Limited

/s/ Lester Pollack
-----------------------------------
Lester Pollack
Chairman -
Compensation Committee

<PAGE>

AMENDMENT OF EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into as of October 1, 1996 (the
"Effective Date"), by and between Andrew Cook (the "Executive") and LaSalle Re
Limited (the "Company");

WITNESSETH THAT:
---------------

WHEREAS, the parties have previously entered into an employment agreement
dated as of October 1, 1995 (the "Employment Agreement"); and

WHEREAS, amendment of the Employment Agreement is now desirable to reflect
certain recommendations of the Compensation Committee;

NOW, THEREFORE, it is hereby agreed by and between the Company and the
Executive as follows:

1. The following is substituted for the first sentence of paragraph 2(a) of
the Employment Agreement, effective as of October 1, 1996:

2. The following is substituted for paragraph A-2 of Exhibit A of the Amended
and Restated Employment Agreement, effective as of October 1, 1996:

"A-2 Guidelines. The bonus shall be determined in accordance with the
following guidelines:

. A discretionary bonus up to a maximum of $46,250 may be awarded
annually by the Board of the Company after considering the
recommendation of the CEO of the Company.

. A non-discretionary bonus shall be earned and paid annually based upon
the Company's Rate of Return (defined below) achieved for each fiscal
year of the Company, while the Executive is employed by the Company.
<PAGE>

. The non-discretionary annual bonus calculation will be based on the
Company's Rate of Return earned each year. If the Company's Rate of
Return for any year exceeds 15%, the bonus will be paid according to
the following formula:

- For each 1% (or portion thereof) improvement in Rate of Return
above 15%, an additional $6,937.50 (or portion thereof) will be
paid, up to a maximum of $138,750 if the Company achieves a 35%
Rate of Return in that year.

- The maximum non-discretionary bonus would be $138,750; the
maximum discretionary bonus would be $46,250; and the maximum
total annual salary plus non-discretionary bonus and
discretionary bonus would be $370,000, unless the parties amend
this Agreement.

. The initial formula contemplates short tail business only. If the
Board adjusts the business plan, an additional plan would be
established for the long tail business.

2
<PAGE>
IN WITNESS THEREOF, the Executive has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
and its corporate seal to be hereunto affixed, all as of the day and year first
above written.

/s/ Andrew Cook
-----------------------------------
Andrew Cook

LaSalle Re Limited

/s/ Lester Pollack
-----------------------------------
Lester Pollack
Chairman -
Compensation Committee

<PAGE>

Exhibit 23.4

Consent of Independent Chartered Accountants

The Board of Directors
LaSalle Re Holdings Limited

The audits referred to in our report dated October 19, 1996 included the related
consolidated financial statement schedules of LaSalle Re Holdings Limited as at
September 30, 1996 and 1995 and for the years ended September 30, 1996 and 1995
and for the period from October 26, 1993 (the date of incorporation) to
September 30, 1994 included in the registration statement. These financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statement schedules
based on our audits. In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
whole, present fairly in all material respects the information set forth
therein.

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

KPMG Peat Marwick

Hamilton, Bermuda Chartered Accountants
November 19, 1996

<PAGE>

<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from
the Form S-1 Registration Statement filed on October 25, 1996, as amended and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1996 SEP-30-1995
<PERIOD-START> OCT-01-1995 OCT-01-1994
<PERIOD-END> SEP-30-1996 SEP-30-1995
<DEBT-HELD-FOR-SALE> 490,514 440,065
<DEBT-CARRYING-VALUE> 0 0
<DEBT-MARKET-VALUE> 490,514 440,065
<EQUITIES> 0 0
<MORTGAGE> 0 0
<REAL-ESTATE> 0 0
<TOTAL-INVEST> 490,514 440,065
<CASH> 46,990 82,360
<RECOVER-REINSURE> 0 0
<DEFERRED-ACQUISITION> 10,464 10,708
<TOTAL-ASSETS> 634,374 636,547
<POLICY-LOSSES> 49,875 66,654
<UNEARNED-PREMIUMS> 82,894 87,885
<POLICY-OTHER> 0 0
<POLICY-HOLDER-FUNDS> 0 0
<NOTES-PAYABLE> 0 0
<COMMON> 236,366 236,366
0 0
0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 634,374 636,547
190,151 201,916
<INVESTMENT-INCOME> 26,846 25,091
<INVESTMENT-GAINS> (418) (25)
<OTHER-INCOME> 0 0
<BENEFITS> 51,477 60,397
<UNDERWRITING-AMORTIZATION> 27,268 22,988
<UNDERWRITING-OTHER> 0 0
<INCOME-PRETAX> 81,485 65,674
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 81,485 65,674
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 81,485 65,674
<EPS-PRIMARY> 5.40 4.51
<EPS-DILUTED> 5.37 4.51
<RESERVE-OPEN> 66,654 37,789
<PROVISION-CURRENT> 31,910 52,587
<PROVISION-PRIOR> 19,567 7,810
<PAYMENTS-CURRENT> (10,222) (7,572)
<PAYMENTS-PRIOR> (58,034) (23,960)
<RESERVE-CLOSE> 49,875 66,654
<CUMULATIVE-DEFICIENCY> 0 0

</TABLE>