UNDERWRITING AGREEMENT

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                                                                     Exhibit 1.1

                                RAM HOLDINGS LTD.

                                  [___] Shares

                                  Common Shares

                              UNDERWRITING AGREEMENT

                             dated April [__], 2006

                         BANC OF AMERICA SECURITIES LLC
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
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                             UNDERWRITING AGREEMENT

April [   ], 2006

BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED

  As Representatives of the several Underwriters

c/o BANC OF AMERICA SECURITIES LLC
9 West 57th Street
New York, NY 10019

Ladies and Gentlemen:

     Introductory. RAM Holdings Ltd., a Bermuda corporation (the "Company),
proposes to issue and sell to the several underwriters named in Schedule A (the
"Underwriters") an aggregate of [___] of its common shares, par value $0.10 per
share (the "Shares"); the shareholders of the Company named in Schedule B (the
"Selling Shareholders") severally propose to sell to the Underwriters an
aggregate of [___] Common Shares (the "Offering"). The [___] Common Shares to be
sold by the Company and the [___] Common Shares to be sold by the Selling
Shareholders are collectively called the "Firm Common Shares". In addition, the
Selling Shareholders have severally granted the Underwriters an option to
purchase up to an additional [___] Common Shares, with each Selling Shareholder
selling up to the amount set forth opposite such Selling Shareholder's name in
Schedule B. The additional [___] shares to be sold by the Selling Shareholders
pursuant to such option are collectively called the "Optional Common Shares", as
provided in Section 2. The Firm Common Shares and, if and to the extent such
option is exercised, the Optional Common Shares, are called the "Common Shares".
Banc of America Securities LLC ("BAS") and Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") have agreed to act as representatives of the
several Underwriters (in such capacity, the "Representatives") in connection
with the offering and sale of the Common Shares.

     The Company and the Selling Shareholders hereby confirm their engagement of
Merrill Lynch as, and Merrill Lynch hereby confirms its agreement with the
Company and the Selling Shareholders to render services as a "qualified
independent underwriter", within the meaning of Section (b)(15) of Rule 2720 of
the NASD, Inc. (the "NASD") with respect to the offering and sale of the Common
Shares. Merrill Lynch, solely in its capacity as the qualified independent
underwriter and not otherwise, is referred to herein as the "QIU". The price at
which the Common Shares will be sold to the public shall not be higher than the
maximum price recommended by the QIU.

     The Company and each of the Selling Shareholders hereby confirm their
respective agreements with the Underwriters as follows:
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     SECTION 1. Representations and Warranties of the Company.

     A. The Company hereby represents, warrants and covenants to each
Underwriter as follows:

     (a) Registration Statement. The Company has prepared and filed with the
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-1 (File No. 333-131763), which contains a form of prospectus to be
used in connection with the public offering and sale of the Common Shares. Such
registration statement, as amended, including the financial statements, exhibits
and schedules thereto, in the form in which it was declared effective by the
Commission under the Securities Act of 1933 and the rules and regulations
promulgated thereunder (collectively, the "Securities Act"), including any
required information deemed to be a part thereof at the time of effectiveness
pursuant to Rule 430A under the Securities Act is called the "Registration
Statement". Any registration statement filed by the Company pursuant to Rule
462(b) under the Securities Act is called the "Rule 462(b) Registration
Statement", and from and after the date and time of filing of the Rule 462(b)
Registration Statement the term "Registration Statement" shall include the Rule
462(b) Registration Statement. Any preliminary prospectus included in the
Registration Statement is hereinafter called a "preliminary prospectus." The
term "Prospectus" shall mean the final prospectus relating to the Common Shares
that is first filed pursuant to Rule 424(b) after the date and time that this
Agreement is executed and delivered by the parties hereto (the "Execution Time")
or, if no filing pursuant to Rule 424(b) is required, shall mean the form of
final prospectus relating to the Common Shares included in the Registration
Statement at the effective date. All references in this Agreement to the
Registration Statement, the Rule 462(b) Registration Statement, a preliminary
prospectus, the Prospectus, or any amendments or supplements to any of the
foregoing, shall include any copy thereof filed with the Commission pursuant to
its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

     (b) Compliance with Registration Requirements. The Registration Statement
has been declared effective by the Commission under the Securities Act. To its
knowledge, the Company has complied to the Commission's satisfaction with all
requests of the Commission for additional or supplemental information. No stop
order suspending the effectiveness of the Registration Statement is in effect
and no proceedings for such purpose have been instituted or are pending or, to
the best knowledge of the Company, are threatened by the Commission.

     Each preliminary prospectus, the Prospectus and each prospectus wrapper
prepared in connection therewith when filed complied in all material respects
with the Securities Act and, if filed by electronic transmission pursuant to
EDGAR (except as may be permitted by Regulation S-T under the Securities Act),
was identical to the copy thereof delivered to the Underwriters for use in
connection with the offer and sale of the Common Shares. The Registration
Statement complies and any post-effective amendment thereto will comply in all
material respects with the requirements of the Securities Act, as of the
applicable effective date, at the First Closing (as defined herein) and at any
Second Closing Date (as defined herein) and the Registration Statement did not
and any post-effective amendment thereto will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading, as
of the applicable effective date. The Prospectus (including any Prospectus
wrapper), as amended or supplemented, as of its


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date, the First Closing Date (as defined herein) and at any Second Closing Date
(as defined herein), did not and will not contain any untrue statement of a
material fact or omit 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. The representations and warranties set forth in the two
immediately preceding sentences do not apply to statements in or omissions from
the Registration Statement or any post-effective amendment thereto, or the
Prospectus, or any amendments or supplements thereto, made in reliance upon and
in conformity with information relating to (i) any Underwriter furnished to the
Company in writing by the Representatives expressly for use therein, it being
understood and agreed that the only such information furnished by the
Representatives consists of the information described as such in Section 8
hereof or (ii) any Selling Shareholder and furnished in writing by or on behalf
of such Selling Shareholder expressly for use therein.

     (c) Disclosure Package. The term "Disclosure Package" shall mean (i) the
preliminary prospectus, as most recently amended or supplemented immediately
prior [ ] p.m. (Eastern time) on the date of the execution and delivery of this
Agreement (the "Applicable Time"), if any, as amended or supplemented, (ii) the
issuer free writing prospectuses as defined in Rule 433 of the Securities Act
(each, an "Issuer Free Writing Prospectus"), if any, identified in Schedule C
hereto, (iii) any other free writing prospectus that the parties hereto shall
hereafter expressly agree in writing to treat as part of the Disclosure Package
and (iv) Schedule D hereto indicating the number of Shares being sold and the
price at which the Common Shares will be sold to the public. As of the
Applicable Time, the Disclosure Package does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading. The preceding sentence does not apply to statements in or
omissions from the Disclosure Package based upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives specifically for use therein or by or on behalf of any Selling
Shareholder specifically for use therein, it being understood and agreed that
the only such information furnished by or on behalf of any Underwriter consists
of the information described as such in Section 8 hereof.

     (d) Company Not Ineligible Issuer. (i) At the time of filing the
Registration Statement and (ii) as of the date of the execution and delivery of
this Agreement (with such date being used as the determination date for purposes
of this clause (ii)), the Company was not and is not an Ineligible Issuer (as
defined in Rule 405 of the Securities Act), without taking account of any
determination by the Commission pursuant to Rule 405 of the Securities Act that
it is not necessary that the Company be considered an Ineligible Issuer.

     (e) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus,
as of its issue date and at all subsequent times through the completion of the
Offering or until any earlier date that the Company notified or notifies the
Representatives as described in the next sentence, did not, does not and will
not include any information that conflicted, conflicts or will conflict with the
information contained in the Registration Statement, a preliminary prospectus or
the Prospectus. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which
such Issuer Free Writing Prospectus conflicted or would conflict with the
information contained in the Registration Statement, a preliminary prospectus or
the Prospectus, the Company has promptly notified or


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will promptly notify the Representatives and has promptly amended or will
promptly amend or supplement, at its own expense, such Issuer Free Writing
Prospectus to eliminate or correct such conflict. The foregoing two sentences do
not apply to statements in or omissions from any Issuer Free Writing Prospectus
based upon and in conformity with written information furnished to the Company
by any Underwriter through the Representatives specifically for use therein or
by or on behalf of any Selling Shareholder specifically for use therein, it
being understood and agreed that the only such information furnished by or on
behalf of any Underwriter consists of the information described as such in
Section 8 hereof.

     (f) Accuracy of Statements in Prospectus. The statements in each of the
Disclosure Package and the Prospectus under the headings "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources", "Business -- Legal Proceedings", "Regulation",
and "Description of Share Capital" insofar as such statements summarize legal
matters, agreements, documents or proceedings discussed therein, are accurate
and fair summaries of such legal matters, agreements, documents or proceedings.

     (g) Distribution of Offering Material By the Company. The Company has not
distributed and will not distribute, prior to the later of the Second Closing
Date (as defined below) and the completion of the Underwriters' distribution of
the Common Shares, any offering material in connection with the offering and
sale of the Common Shares other than a preliminary prospectus, the Prospectus,
any Issuer Free Writing Prospectus reviewed and consented to by the
Representatives or included in Schedule B hereto or the Registration Statement.

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

     (i) Authorization of the Common Shares. The Common Shares to be purchased
by the Underwriters from the Company and the Selling Shareholders have been duly
authorized for issuance and sale pursuant to this Agreement and, when issued and
delivered by the Company and the Selling Shareholders pursuant to this Agreement
on the First Closing Date or any Second Closing Date, will be validly issued,
fully paid and nonassessable.

      (j) No Applicable Registration or Other Similar Rights. There are no
persons with registration or other similar rights to have any equity or debt
securities registered for sale under the Registration Statement or included in
the offering contemplated by this Agreement, other than the Selling Shareholders
with respect to the Common Shares included in the Registration Statement, except
for such rights as have been duly waived.

     (k) No Material Adverse Change. Except as otherwise disclosed in the
Disclosure Package, the Registration Statement or the Prospectus, subsequent to
the respective dates as of which information is given in the Disclosure Package,
the Registration Statement or the Prospectus: (i) there has been no material
adverse change, or any development that could reasonably be expected to result
in a material adverse change, in the condition, financial or otherwise, or in
the earnings, business, properties, operations or business prospects, whether or
not arising from transactions in the ordinary course of business, of the Company
and its subsidiaries, considered as one entity (any such change is called a
"Material Adverse Change"); (ii) the Company and its subsidiaries, considered as
one entity, have not incurred any material


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liability or obligation, indirect, direct or contingent, not in the ordinary
course of business nor entered into any material transaction or agreement not in
the ordinary course of business; and (iii) there has been no dividend or
distribution of any kind declared, paid or made by the Company or, except for
dividends paid to the Company or other subsidiaries, any of its subsidiaries on
any class of capital stock or repurchase or redemption by the Company or any of
its subsidiaries of any class of capital stock.

     (l) Independent Accountants. PricewaterhouseCoopers LLP (Bermuda), who have
certified certain financial statements (which term as used in this Agreement
includes the related notes thereto) filed with the Commission as a part of the
Registration Statement and included in the Disclosure Package and the
Prospectus, are independent public accountants as required by the Securities Act
and the Exchange Act and the applicable published rules and regulations
thereunder.

     (m) Preparation of the Financial Statements. The financial statements filed
with the Commission as a part of the Registration Statement and included in the
Disclosure Package and the Prospectus present fairly in all material respects
the consolidated financial position of the Company and its subsidiaries as of
and at the dates indicated and the results of their operations and cash flows
for the periods specified. Such financial statements and supporting schedules
comply as to form in all material respects with the applicable accounting
requirements of the Securities Act and have been prepared in conformity with
generally accepted accounting principles ("GAAP") as applied in the United
States applied on a consistent basis throughout the periods involved, except as
may be expressly stated in the related notes thereto. No other financial
statements or supporting schedules are required to be included or incorporated
by reference in the Registration Statement. The financial data set forth in each
of the preliminary prospectus and the Prospectus under the captions "Prospectus
Summary -- Summary Combined Financial Information", "Selected Combined Financial
Information" and "Capitalization" fairly present the information set forth
therein on a basis consistent with that of the audited financial statements
contained in the Registration Statement.

     (n) Incorporation and Good Standing of the Company and RAM Re. Each of the
Company and its subsidiary, RAM Reinsurance Company, Ltd. ("RAM Re"), has been
duly organized and is validly existing as an exempted company in good standing
under the laws of the Islands of Bermuda and has corporate power and authority
to own, lease and operate its properties and to conduct its business as
described in the Disclosure Package and the Prospectus and, in the case of the
Company, to enter into and perform its obligations under this Agreement. Each of
the Company and RAM Re is duly qualified as a foreign corporation to transact
business and is in good standing in each other jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except for such jurisdictions where the
failure to so qualify or to be in good standing would not, individually or in
the aggregate, result in a Material Adverse Change. The only subsidiary of the
Company is RAM Re. All of the issued and outstanding common shares of RAM Re
will be held by the Company free and clear of any security interest, mortgage,
pledge, lien, encumbrance or claim, after the completion of the amalgamation to
be consummated shortly before the completion of the offering contemplated by
this Agreement. All of the issued and outstanding common shares of RAM Re have
been duly authorized and validly issued, is fully paid and nonassessable.


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     (o) Capitalization and Other Capital Stock Matters. The authorized, issued
and outstanding share capital of the Company is as set forth in each of the
Disclosure Package and the Prospectus under the caption "Capitalization" (other
than for subsequent issuances, if any, pursuant to employee benefit plans
described in the Disclosure Package and the Prospectus or upon exercise of
outstanding options described in the Disclosure Package and the Prospectus, as
the case may be). The share capital of the Company (including the Common Shares)
conforms in all material respects to the description thereof contained in each
of the Disclosure Package and the Prospectus. All of the issued and outstanding
Common Shares (including the Common Shares owned by the Selling Shareholders)
have been duly authorized and validly issued, are fully paid and nonassessable
and have been issued in compliance with Bermudan, U.S. federal and state
securities laws. None of the outstanding Common Shares were issued in violation
of any preemptive rights, rights of first refusal or other similar rights to
subscribe for or purchase securities of the Company. There are no authorized or
outstanding options, warrants, preemptive rights, rights of first refusal or
other rights to purchase, or equity or debt securities convertible into or
exchangeable or exercisable for, any share capital of the Company or any of its
subsidiaries other than those accurately described in the Disclosure Package and
the Prospectus. The description of the Company's stock option, stock bonus and
other stock plans or arrangements, and the options or other rights granted
thereunder, set forth or incorporated by reference in each of the Disclosure
Package and the Prospectus accurately and fairly presents in all material
respects the information required to be shown with respect to such plans,
arrangements, options and rights.

     (p) Listing. The Common Shares have been approved for listing on the Nasdaq
Stock Market, Inc., subject only to official notice of issuance.

     (q) Non-Contravention of Existing Instruments; No Further Authorizations or
Approvals Required. Neither the Company nor its subsidiary is (i) in violation
of its memorandum of association or bye-laws or is in default therewith (or,
with the giving of notice or lapse of time, would be in default) ("Default")
(ii) in Default under any indenture, mortgage, loan or credit agreement, deed of
trust, note, contract, franchise, lease or other agreement, obligation,
condition, covenant or instrument to which the Company or any of its
subsidiaries is a party or by which it or either of them may be bound, or to
which any of the property or assets of the Company or any of its subsidiaries is
subject (each, an "Existing Instrument"), or (iii) in violation of any statute,
law, rule, regulation, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or such subsidiary or any of its properties, as
applicable, except with respect to clauses (ii) and (iii) only, for such
Defaults as would not, individually or in the aggregate, result in a Material
Adverse Change. The Company's execution, delivery and performance of this
Agreement and consummation of the transactions contemplated hereby and by the
Disclosure Package and the Prospectus (i) have been duly authorized by all
necessary corporate action and will not result in any violation of the
provisions of the memorandum of association or bye-laws of the Company or its
subsidiary, (ii) will not conflict with or constitute a breach of, or Default or
a Debt Repayment Triggering Event (as defined below) 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, or require the
consent of any other party to, any Existing Instrument, except for such
conflicts, breaches, Defaults, liens, charges or encumbrances as would not,
individually or in the aggregate, result in a Material Adverse Change and (iii)
will not


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result in any violation of any law, administrative regulation, judgment, order
or administrative or court decree applicable to the Company or its subsidiary of
any court, regulatory body, administrative agency, governmental body, arbitrator
or other authority having jurisdiction over the Company or any of its
subsidiaries or its or their properties. No consent, approval, authorization or
other order of, or registration or filing with, any court or other governmental
or regulatory authority or agency (including, without limitation, any insurance
regulatory agency or body), is required for the Company's execution, delivery
and performance of this Agreement and consummation of the transactions
contemplated hereby and by the Disclosure Package and the Prospectus, except (A)
such as have been obtained or made by the Company and are in full force and
effect under the Securities Act, as may be required under applicable state
securities or blue sky laws, insurance securities laws or any laws of
jurisdictions outside the United States in connection with the distribution of
shares by or for the account of the Underwriters and from the NASD, and (B) such
as have been obtained from the Bermuda Monetary Authority and are in full force
and effect as described in the Prospectus. As used herein, a "Debt Repayment
Triggering Event" means any event or condition which gives, or with the notice
or lapse of time would give, the holder of any note, debenture or other evidence
of indebtedness (or any person acting on such holder's behalf) the right to
require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any of its subsidiaries.

     (r) No Material Actions or Proceedings. There are no legal or governmental
actions, suits or proceedings pending or, to the best of the Company's
knowledge, threatened (i) against or affecting the Company or its subsidiary,
(ii) which has as the subject thereof any officer or director of, or property
owned or leased by, the Company or its subsidiary or (iii) relating to
environmental or discrimination matters, where in any such case (A) there is a
reasonable possibility that such action, suit or proceeding might be determined
adversely to the Company or such subsidiary and (B) any such action, suit or
proceeding, if so determined adversely, would reasonably be expected to result
in a Material Adverse Change or adversely affect the consummation of the
transactions contemplated by this Agreement. No material labor dispute with the
employees of the Company or its subsidiary exists or, to the best of the
Company's knowledge, is threatened or imminent.

     (s) Intellectual Property Rights. The Company and its subsidiaries own or
possess sufficient trademarks, trade names, patent rights, copyrights, domain
names, licenses, approvals, trade secrets and other similar rights
(collectively, "Intellectual Property Rights") reasonably necessary to conduct
their businesses as now conducted or as proposed in each of the Disclosure
Package; and the expected expiration of any of such Intellectual Property Rights
would not result in a Material Adverse Change. Except as set forth in the
Disclosure Package and the Prospectus, (a) neither the Company nor its
subsidiary has received any notice of infringement or conflict with asserted
Intellectual Property Rights of others, which infringement or conflict, if the
subject of an unfavorable decision, would result in a Material Adverse Change;
(b) the Company is not a party to or bound by any options, licenses or
agreements with respect to the Intellectual Property Rights of any other person
or entity that are required to be set forth in the Prospectus and are not
described in all material respects; and (c) none of the technology employed by
the Company has been obtained or is being used by the Company in violation of
any contractual obligation binding on the Company.


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     (t) All Necessary Permits, etc. The Company and its subsidiary possess such
valid and current licenses, certificates, authorizations or permits issued by
the appropriate state, federal or foreign regulatory agencies or bodies
(including, without limitation, any insurance regulatory agencies or bodies),
necessary to conduct their respective businesses except where the failure to
hold such permit or obtain such authorization would not result in a Material
Adverse Change, and neither the Company nor its subsidiary has received any
notice of proceedings relating to the revocation or modification of, or
non-compliance with, any such certificate, authorization or permit which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, could result in a Material Adverse Change.

     (u) Title to Properties. Each of the Company and its subsidiary has good
and marketable title to all the properties and assets reflected as owned in the
financial statements referred to in Section 1.A.(m) above (or elsewhere in the
Disclosure Package and the Prospectus), in each case free and clear of any
security interests, mortgages, liens, encumbrances, equities, claims and other
defects, except such as do not materially and adversely affect the value of such
property and do not materially interfere with the use made or proposed to be
made of such property by the Company or the subsidiary. The real property, and
personal property held under lease by the Company or the subsidiary are held
under valid and enforceable leases, with such exceptions as are not material and
do not materially interfere with the use made or proposed to be made of such
real property or personal property by the Company or the subsidiary.

     (v) Tax Law Compliance. The Company and its subsidiary have filed all
necessary federal, state, local and foreign income and franchise tax returns in
a timely manner and have paid all taxes required to be paid by any of them and,
if due and payable, any related or similar assessment, fine or penalty levied
against any of them except for any taxes, assessments, fines or penalties as may
be being contested in good faith and by appropriate proceedings except to the
extent that the failure to so file or pay would not reasonably be expected to
result in a Material Adverse Change. The Company has made adequate charges,
accruals and reserves in the applicable financial statements referred to in
Section 1.A.(m) above in respect of all federal, state local and foreign income
and franchise taxes for all periods as to which the tax liability of the Company
or its subsidiary has not been finally determined.

     (w) Company Not an "Investment Company". The Company is not, and after
receipt of payment for the Common Shares and application of such proceeds in the
manner described in each of the Preliminary Prospectus and the Prospectus under
the caption "Use of Proceeds" will not be, an "investment company" within the
meaning of Investment Company of 1940, as amended (the "Investment Company
Act").

     (x) Insurance. Except as otherwise disclosed in the Disclosure Package and
the Prospectus, each of the Company and its subsidiary are insured by
recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are generally
deemed adequate and customary for their businesses including, but not limited
to, policies covering real and personal property owned or leased by the Company
and its subsidiary against theft, damage, destruction, acts of vandalism and
earthquakes. All policies of insurance and fidelity or surety bonds insuring the
Company or its subsidiary or their respective businesses, assts, employees,
officers and directors are in full force and effect; the Company and its
subsidiary are in compliance with the terms of such policies and instruments in


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all material respects; and there are no claims by the Company or any of its
subsidiary under any such policy or instrument as to which any insurance company
is denying liability or defending under a reservation of rights clause; and
neither the Company nor its subsidiary has been refused any insurance coverage
sought or applied for. The Company has no reason to believe that it or any
subsidiary will not be able (i) to renew its existing insurance coverage as and
when such policies expire or (ii) to obtain comparable coverage from similar
institutions as may be necessary or appropriate to conduct its business as now
conducted and at a cost that would not have a Material Adverse Change. Neither
of the Company nor its subsidiary has been denied any insurance coverage that it
has sought or for which it has applied.

     (y) No Restrictions on Dividends. The subsidiary of the Company is not
currently prohibited, directly or indirectly, from paying any dividends to the
Company, from making any other distribution on such subsidiary's capital stock,
from repaying to the Company any loans or advances to such subsidiary from the
Company or from transferring any of such subsidiary's property or assets to the
Company, except as described in or contemplated by the Disclosure Package and
the Prospectus.

     (z) No Price Stabilization or Manipulation. Neither the Company nor, to
best of its knowledge, any affiliate of the Company have taken nor will the
Company or any affiliate take and will not take, directly or indirectly, any
action designed to or that might be reasonably expected to cause or result in
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Common Shares.

     (aa) Related Party Transactions. There are no business relationships or
related-party transactions involving the Company or its subsidiary or any other
person required to be described in the preliminary prospectus or the Prospectus
that have not been described as required.

     (bb) Disclosure Controls and Procedures. The Company has established and
maintains disclosure controls and procedures (as such term is defined in Rule
13a-14 under the Exchange Act), which (i) are designed to ensure that material
information relating to the Company, including its consolidated subsidiary, is
made known to the Company's principal executive officer and its principal
financial officer by others within those entities, particularly during the
periods in which the periodic reports required under the Exchange Act are being
prepared and (ii) are effective in all material respects to perform the
functions for which they were established. The Company is not aware of (a) any
significant deficiency in the design or operation of internal controls which
could adversely affect the Company's ability to record, process, summarize and
report financial data or any material weaknesses in internal controls or (b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Company's internal controls.

     (cc) No Material Weakness in Internal Controls. Except as disclosed in the
Prospectus, since the end of the Company's most recent audited fiscal year,
there has been (i) no material weakness in the Company's internal control over
financial reporting (whether or not remediated) and (ii) no change in the
Company's internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.


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     (dd) Compliance with Money Laundering Laws. The operations of the Company
and RAM Re are and have been conducted at all times in compliance with
applicable money laundering statutes of all jurisdictions in which the Company
or its subsidiary operate (collectively, the "Money Laundering Laws") and no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or its subsidiary with
respect to the Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened.

     (ee) Company's Accounting System. The Company maintains a system of
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles as applied in the United States 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.

     (ff) ERISA Compliance. None of the following events has occurred or exists:
(i) a failure to fulfill the obligations, if any, under the minimum funding
standards of Section 302 of the United States Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and the regulations and published
interpretations thereunder with respect to a Plan, determined without regard to
any waiver of such obligations or extension of any amortization period; (ii) an
audit or investigation by the Internal Revenue Service, the U.S. Department of
Labor, the Pension Benefit Guaranty Corporation or any other federal or state
governmental agency or any foreign regulatory agency with respect to the
employment or compensation of employees by any member of the Company that could
have a Material Adverse Change on the Company; or (iii) any breach of any
contractual obligation, or any violation of law or applicable qualification
standards, with respect to the employment or compensation of employees by any
member of the Company that could result in a Material Adverse Change. None of
the following events has occurred or is reasonably likely to occur: (i) a
material increase in the aggregate amount of contributions required to be made
to all Plans in the current fiscal year of the Company compared to the amount of
such contributions made in the Company's most recently completed fiscal year;
(ii) a material increase in the Company's "accumulated post-retirement benefit
obligations" (within the meaning of Statement of Financial Accounting Standards
106) compared to the amount of such obligations in the Company's most recently
completed fiscal year; (iii) any event or condition giving rise to a liability
under Title IV of ERISA that could result in a Material Adverse Change; or (iv)
the filing of a claim by one or more employees or former employees of the
Company related to their employment that could result in a Material Adverse
Change. For purposes of this paragraph, the term "Plan" means a plan (within the
meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to
which any member of the Company may have any liability.

     (gg) Brokers. There is no broker, finder or other party that is entitled to
receive from the Company any brokerage or finder's fee or other fee or
commission as a result of any transactions contemplated by this Agreement.


                                       10
<PAGE>
     (hh) Reinsurance Treaties and Arrangements. All reinsurance treaties,
facultative agreements and other arrangements to which RAM Re is a party are in
full force and effect and neither the Company nor RAM Re is in violation of, or
in default in the performance, observance or fulfillment of, any obligation,
agreement, covenant or condition contained therein, except to the extent that
any such violation or default would not result in, individually or in the
aggregate, a Material Adverse Change. Other than as disclosed in the Prospectus
with respect to annual termination notices, neither the Company nor RAM Re has
received notice from any of the parties to such treaties, contracts or
agreements that such other party intends not to perform in any material respect
such treaty, contract or agreement.

     (ii) No Outstanding Loans or Other Indebtedness. There are no outstanding
loans, advances (except normal advances for business expenses in the ordinary
course of business) or guarantees or indebtedness by the Company to or for the
benefit of any of the officers or directors of the Company or any of the members
of any of them, except as disclosed in the Prospectus.

     (jj) Statistical and Market Related Data. Nothing has come to the attention
of the Company that has caused the Company to believe that the statistical and
market-related data included in the Prospectus is not based on or derived from
sources that are reliable and accurate in all material respects.

     (kk) Insurance Laws. Each of the Company and its subsidiaries has filed all
reports, information statements and other documents with the insurance
regulatory authorities of its jurisdiction of incorporation and domicile as are
required to be filed pursuant to the insurance statutes of such jurisdictions,
including the statutes relating to companies which control insurance companies,
and the rules, regulations and interpretations of the insurance regulatory
authorities thereunder (the "Insurance Laws"), and has duly paid all taxes
(including franchise taxes and similar fees) it is required to have paid under
the Insurance Laws, except where the failure to file such statements or reports
or pay such taxes could not, individually or in the aggregate, result in a
Material Adverse Change. Each of the Company and its subsidiary maintains its
books and records in accordance with the Insurance Laws, except where the
failure to so maintain its books and records could not result in a Material
Adverse Change. Each of the Company and its subsidiary has all other necessary
authorizations, approvals, orders, consents, certificates, permits,
registrations and qualifications of and from all insurance regulatory
authorities necessary to conduct their respective business as described in the
Prospectus except where the failure to have such authorizations, approvals,
orders, consents, certificates, permits registrations or qualifications could
not, individually or in the aggregate, result in a Material Adverse Change. The
Company and its subsidiary have not received any notification from any insurance
regulatory authority to the effect that any additional authorization, approval,
order, consent, certificate, permit, registration or qualification is needed to
be obtained by the Company its subsidiary in any case where it could be
reasonably expected that (x) the Company or its subsidiary would be required
either to obtain such additional authorization, approval, order, consent,
certificate, permit, registration or qualification or to cease or otherwise
limit the writing of certain business and (y) the failure to obtain such
additional authorization, approval, order, consent, certificate, permit,
registration or qualification or the limiting of the writing of such business
could result in a Material Adverse Change; and no insurance regulatory authority
having jurisdiction over the Company or its subsidiary has issued any order or
decree impairing,


                                       11
<PAGE>
restricting or prohibiting (i) the payment of dividends by the subsidiary to its
parent, or (ii) the continuation of the business of the Company or the
subsidiary in all material respects as presently conducted.

     (ll) Compliance with Laws. The Company has not been advised, and has no
reason to believe, that it and each of its subsidiaries are not conducting
business in compliance with all applicable laws, rules and regulations of the
jurisdictions in which it is conducting business, except where failure to be so
in compliance would not result in a Material Adverse Change.

     (mm) Compliance with the Sarbanes-Oxley Act. The Company has taken all
necessary actions to ensure that, upon the effectiveness of the Registration
Statement, it will be in compliance in all material respects with all provisions
of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated
thereunder or implementing the provisions thereof (the "Sarbanes-Oxley Act")
that are then in effect and which the Company is required to comply with as of
the effectiveness of the Registration Statement, and is actively taking steps to
ensure that it will be in compliance with other provisions of the Sarbanes Oxley
Act not currently in effect, upon the effectiveness of such provisions, or which
will become applicable to the Company during Prospectus Delivery Period.

     (nn) Accuracy of Exhibits. There are no contracts or documents which are
required to be described in the Registration Statement, the Prospectus or the
documents incorporated by reference therein or to be filed as exhibits thereto
which have not been so described and filed as required.


     (oo) The Company has entered into an amalgamation agreement (merger
agreement) dated [ ], 2006 with Ram Holdings II Ltd, ("Holdings II") pursuant to
which the Company and Holdings II will become amalgamated (merged) effective
immediately prior to the First Closing Date. As of the First Closing Date, the
Company will own all the shares of RAM Re and the Company shall effect a 10 per
1 subdivision of its common shares and the issuance of bonus shares on a 0.3 for
1 basis.


         Any certificate signed by an officer of the Company and delivered to
the Representatives or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to each Underwriter as to the matters
set forth therein.

         The Company acknowledges that the Underwriters and, for purposes of the
opinions to be delivered pursuant to Section 5 hereof, counsel to the Company,
counsel to the Selling Shareholders and counsel to the Underwriters, will rely
upon the accuracy and truthfulness of the foregoing representations and hereby
consents to such reliance.

     B. Representations and Warranties of the Selling Shareholders. The Selling
Shareholders, represent, warrant and covenant to each Underwriter as follows:

     (a) The Underwriting Agreement. This Agreement has been duly authorized,
executed and delivered by or on behalf of such Selling Shareholder.

     (b) The Custody Agreement and Power of Attorney. Each of the (i) Custody
Agreement signed by such Selling Shareholder and The Bank of New York, as
custodian (the


                                        12
<PAGE>
"Custodian"), relating to the deposit of the Common Shares to be sold by such
Selling Shareholder (the "Custody Agreement") and (ii) Power of Attorney
appointing certain individuals named therein as such Selling Shareholder's
attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein
relating to the transactions contemplated hereby and by the Disclosure Package
or the Prospectus (the "Power of Attorney"), of such Selling Shareholder has
been duly authorized, executed and delivered by such Selling Shareholder and is
a valid and binding agreement of such Selling Shareholder, enforceable in
accordance with its terms, except as rights to indemnification thereunder may be
limited by applicable law and except as the enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors or by general
equitable principles.

     (c) Obligations of the Selling Shareholders. The Shares represented by the
certificates held in custody for such Selling Shareholder under the Custody
Agreement are subject to the interests of the Underwriters hereunder; the
arrangements made by such Selling Shareholder for such custody, and the
appointment by such Selling Shareholder of the Attorneys-in-Fact by the Power of
Attorney, are to that extent irrevocable; the obligations of the Selling
Shareholders hereunder shall not be terminated by operation of law, whether by
the death or incapacity of any individual Selling Shareholder or, in the case of
an estate or trust, by the death or incapacity of any executor or trustee or the
termination of such estate or trust, or in the case of a partnership or
corporation, by the dissolution of such partnership or corporation, or by the
occurrence of any other event; if any individual Selling Shareholder or any such
executor or trustee should die or become incapacitated, or if any such estate or
trust should be terminated, or if any such partnership or corporation should be
dissolved, or if any other such event should occur, before the delivery of the
Common Shares hereunder, certificates representing the Common Shares shall be
delivered by or on behalf of the Selling Shareholders in accordance with the
terms and conditions of this Agreement and of the Custody Agreements; and
actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall
be as valid as if such death, incapacity, termination, dissolution or other
event had not occurred, regardless of whether or not the Custodian, the
Attorneys-in-Fact, or any of them, shall have received notice of such death,
incapacity, termination, dissolution or other event.

     (d) Title to Common Shares to be Sold; All Authorizations Obtained. Such
Selling Shareholder has, and on the First Closing Date and any Second Closing
Date will have, good and valid title to all of the Common Shares which may be
sold by such Selling Shareholder pursuant to this Agreement on such date and the
legal right and power, and all authorizations and approvals required by law and
under its charter or bye-laws, partnership agreement, trust agreement or other
organizational documents to enter into this Agreement and its Custody Agreement
and Power of Attorney, to sell, transfer and deliver all of the Common Shares
which may be sold by such Selling Shareholder pursuant to this Agreement and to
comply with its other obligations hereunder and thereunder.

     (e) Delivery of the Common Shares to be Sold. Delivery of the Common Shares
which are sold by such Selling Shareholder pursuant to this Agreement will pass
good and valid title to such Common Shares, free and clear of any security
interest, mortgage, pledge, lien, encumbrance or other claim.


                                       13
<PAGE>
     (f) Non-Contravention; No Further Authorizations or Approvals Required. The
execution and delivery by such Selling Shareholder of, and the performance by
such Selling Shareholder of its obligations under, this Agreement, the Custody
Agreement and the Power of Attorney will not contravene or conflict with, result
in a breach of, or constitute a Default under, or require the consent of any
other party to, the charter or bye-laws, partnership agreement, trust agreement
or other organizational documents of such Selling Shareholder or any other
agreement or instrument to which such Selling Shareholder is a party or by which
it is bound or under which it is entitled to any right or benefit, any provision
of applicable law or any judgment, order, decree or regulation applicable to
such Selling Shareholder of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over such Selling
Shareholder, except such consents which have been duly obtained or given. No
consent, approval, authorization or other order of, or registration or filing
with, any court or other governmental authority or agency, is required for the
consummation by such Selling Shareholder of the transactions contemplated in
this Agreement, except such as have been obtained or made and are in full force
and effect under the Securities Act, applicable state securities or blue sky
laws and from the NASD.

     (g) No Registration or Other Similar Rights. Such Selling Shareholder does
not have any registration or other similar rights to have any equity or debt
securities registered for sale by the Company under the Registration Statement
or included in the offering contemplated by this Agreement, except for such
rights as are described in the Prospectus under "Shares Eligible for Future
Sale".

     (h) No Further Consents, etc. Except for the (i) exercise by such Selling
Shareholder of certain registration rights in connection with the offering
contemplated herein pursuant to the Shareholders Agreement dated as of February
11, 1998, as amended, among the Company, RAM Holdings II Ltd. and the
Shareholders named therein (the "Shareholders Agreement") (which registration
rights have been duly exercised pursuant thereto), (ii) consent of such Selling
Shareholder to the respective number of Common Shares to be sold by all of the
Selling Shareholders pursuant to this Agreement and (iii) waiver by certain
other holders of Common Shares of certain registration rights pursuant to such
Shareholders Agreement, no consent, approval or waiver is required under any
instrument or agreement to which such Selling Shareholder is a party or by which
it is bound or under which it is entitled to any right or benefit, in connection
with the offering, sale or purchase by the Underwriters of any of the Common
Shares which may be sold by such Selling Shareholder under this Agreement or the
consummation by such Selling Shareholder of any of the other transactions
contemplated hereby.

     (i) Disclosure Made by Such Selling Shareholder in the Prospectus. All
information furnished by or on behalf of such Selling Shareholder in writing
expressly for use in the Registration Statement, the Prospectus or any free
writing prospectus as defined in Rule 405 of the Securities Act ("Free Writing
Prospectus") or any Issuer Free Writing Prospectus, or any amendment or
supplement thereto used by the Company or any Underwriter, as the case may be,
is, as the Applicable Time, and on the First Closing Date and any Second Closing
Date will be, true, correct and complete in all material respects, and as of the
Applicable Time does not, and on the First Closing Date and any Second 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. In
addition, such Selling Shareholder confirms as accurate the number of Common


                                       14
<PAGE>
Shares set forth opposite such Selling Shareholder's name in each of the
preliminary prospectus and the Prospectus under the caption "Principal and
Selling Shareholders" (both prior to and after giving effect to the sale of the
Common Shares).

     (j) No Price Stabilization or Manipulation. Such Selling Shareholder has
not taken and will not take, directly or indirectly, any action designed to or
that might be reasonably expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Common Shares.

     (k) No Inside Information. Such Selling Shareholder is not prompted to sell
the Common Shares by any information concerning the Company which is not set
forth in the Registration Statement and the Disclosure Package.

     (l) No Free Writing Prospectuses. Such Selling Shareholder represents that
it has not prepared or had prepared on its behalf or used or referred to, any
Free Writing Prospectus, or any Issuer Free Writing Prospectus and represents
that it has not distributed any written materials in connection with the offer
or sale of the Common Shares.

     (m) Restriction on Sale of Securities. During a period of 180 days from the
date of the Prospectus, such Selling Shareholders will not, without the prior
written consent of the Representatives, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, any share of Common Shares or any securities
convertible into or exercisable or exchangeable for Common Shares or file, or
cause to be filed, any registration statement under the 1933 Act with respect to
any of the foregoing or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Shares, whether any such swap or
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Shares or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to the Securities to be sold hereunder. Notwithstanding
the foregoing, if (x) during the last 17 days of the 180-day restricted period
the Company issues an earnings release or material news or a material event
relating to the Company occurs, or (y) prior to the expiration of the 180-day
restricted period, the Company announces that it will release earnings results
during the 16-day period beginning on the last day of the 180-day period, the
restrictions imposed herein shall continue to apply until the expiration of the
18-day period beginning on the issuance of the earnings release or the
occurrence of the material news or material event.

     (n) No Association with NASD. Other than as disclosed in writing to the
Representatives and in the Prospectus, neither the Selling Shareholder nor any
of its affiliates directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, or is a person
associated with (within the meaning of Article I (dd) of the Bye-laws of the
National Association of Securities Dealers, Inc.), any member firm of the
National Association of Securities Dealers, Inc.

     Any certificate signed by or on behalf of any Selling Shareholder and
delivered to the Representatives or to counsel for the Underwriters shall be
deemed to be a representation and warranty by such Selling Shareholder to each
Underwriter as to the matters covered thereby.


                                        15
<PAGE>
     Such Selling Shareholder acknowledges that the Underwriters and, for
purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to
the Company, counsel to the Selling Shareholders and counsel to the
Underwriters, will rely upon the accuracy and truthfulness of the foregoing
representations and hereby consents to such reliance.

     SECTION 2. Purchase, Sale and Delivery of the Common Shares.

     (a) The Firm Common Shares. Upon the terms herein set forth, (i) the
Company agrees to issue and sell to the several Underwriters an aggregate of
[___] Firm Common Shares and (ii) the Selling Shareholders agree to sell to the
several Underwriters an aggregate of [___] Firm Common Shares, each Selling
Shareholder selling the number of Firm Common Shares set forth opposite such
Selling Shareholder's name on Schedule B. On the basis of the representations,
warranties and agreements herein contained, and upon the terms but subject to
the conditions herein set forth, the Underwriters agree, severally and not
jointly, to purchase from the Company and the Selling Shareholders the
respective number of Firm Common Shares set forth opposite their names on
Schedule A. The purchase price per Firm Common Share to be paid by the several
Underwriters to the Company and t