European Re of Zurich


Mr. Guy D. Hengesbaugh,                   David R. Whiting
LaSalle Re Holdings Limited,              Member of Senior Management
25 Church Street,                         European Reinsurance Company of Zurich
Hamilton HM 12                            Bermuda Branch
Bermuda                                   8 Par La Villa Road
                                          Hamilton HM08
Fax No. 441 292-1383                      Bermuda
                                          Telephone (441) 295-8907
                                          Fax (441) 295-1757


                                          December 19, 1999

Deal Guy,

Re: Catastrophe Equity Securities Issuance Option Agreement

Notwithstanding  the  provisions  of  Section  6.8  of  the  Catastrophe  Equity
Securities  Issuance Option Agreement (the "Agreement")  entered into as of July
1, 1999. European  Reinsurance Company of Zurich (as holder of a Majority Option
Interest as defined in the Agreement) agrees that the Securities Issuance Option
shall not be  automatically  terminated  in the event of a Change of Control (as
defined in the  Agreement)  resulting  from a public  announcement  of a pending
Change of Control transaction involving LaSalle Re Holdings Limited occurring on
or before December 20, 1999.

LaSalle Re Holdings  Limited  and  European  Reinsurance  Company at Zurich (the
"Parties")  agree that any public  announcement  of a pending  Change of Control
transaction  involving  LaSalle  Re  Holdings  Limited  occurring  on or  before
December  20, 1999 shall not be  considered a Change of Control for the purposes
of Section 6.8 of the Agreement.  The Parties  further agree that the occurrence
of a Change of Control  event (a), (b) or (c) (as defined in the  definition  of
Change of Control in the Agreement)  occurring  after December 20, 1999 shall be
considered a Change of Control for the purposes of Section 6.8 of the Agreement,
notwithstanding any events which occurred on or before December 20, 1999.

All provisions of the Agreement remain in full force and effect.

Please  confirm  that the  foregoing  reflects  our  agreement  by  signing  and
returning the duplicate of this letter enclosed herewith.

Sincerely,

/s/  David R. Whiting                                  /s/  John P. Doucette
     -----------------------                                --------------------
     David R. Whiting                                       John P. Doucette
     Member of Senior Management                            Member of Management