UNDERWRITING AGREEMENT

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                                                                     EXHIBIT 1.1

                             8,850,000 Common Shares



                               CRM HOLDINGS, LTD.

                                  COMMON SHARES
                             PAR VALUE $0.01 PER SHARE




                             UNDERWRITING AGREEMENT

                                                               December 20, 2005

Sandler O'Neill & Partners, L.P.,
      As representative of the several Underwriters
      named in Schedule I hereto,
919 Third Avenue
6th Floor
New York, New York   10022


Ladies and Gentlemen:

      CRM Holdings, Ltd., an exempted company incorporated in Bermuda (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to Sandler O'Neill & Partners, L.P. and the other Underwriters
named in Schedule I hereto (the "Underwriters"), for whom Sandler O'Neill &
Partners, L.P. is acting as representative (the "Representative"), an aggregate
of 6,000,0000 common shares, par value $0.01 per share ("Common Shares"), of the
Company, and the shareholders of the Company named in Schedule II hereto (the
"Selling Shareholders") propose, subject to the terms and conditions stated
herein, to sell to the Underwriters an aggregate of 2,850,000 Common Shares and
certain Selling Shareholders, at the election of the Underwriters and subject to
the terms and conditions stated herein, propose to sell up to 947,952 additional
Common Shares. The aggregate of 8,850,000 Common Shares to be sold by the
Company and the Selling Shareholders is herein called the "Firm Shares" and the
aggregate of 947,952 additional shares to be sold by certain Selling
Shareholders is herein called
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the "Optional Shares." The Firm Shares and the Optional Shares that the
Underwriters elect to purchase pursuant to Section 2 hereof are herein
collectively called the "Shares".


      1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:


                   (i) A registration statement on Form S-1 (File No. 333-128424)
(the "Initial Registration Statement") in respect of the Shares has been filed
with the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each in the
form heretofore delivered to you, and, excluding exhibits thereto, to each of
the other Underwriters, have been declared effective by the Commission in such
form; other than a registration statement, if any, increasing the size of the
offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act"), which became effective
upon filing, no other document with respect to the Initial Registration
Statement has heretofore been filed with the Commission; the Company has
complied to the Commission's satisfaction with all requests of the Commission
for additional or supplemental information; and no stop order suspending the
effectiveness of the Initial Registration Statement, any post-effective
amendment thereto or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission (any preliminary prospectus included in the Initial Registration
Statement or filed with the Commission pursuant to Rule 424(a) of the rules and
regulations of the Commission under the Act, is hereinafter called a
"Preliminary Prospectus;" the various parts of the Initial Registration
Statement and the Rule 462(b) Registration Statement, if any, including all
exhibits thereto and including the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the
Act to be part of the Initial Registration Statement at the time it was declared
effective, each as amended at the time such part of the Initial Registration
Statement became effective or such part of the Rule 462(b) Registration
Statement, if any, became or hereafter becomes effective, are hereinafter
collectively called the "Registration Statement"; and such final prospectus, in
the form first filed pursuant to Rule 424(b) under the Act, is hereinafter
called the "Prospectus"); 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");


                  (ii) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material respects to
the requirements of the Act and the rules and regulations of the Commission
thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in


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writing to the Company by an Underwriter through the Representative expressly
for use therein; there are no contracts or other documents required to be
described in the Prospectus or to be filed as exhibits to the Registration
Statement which have not been described or filed as required;


                  (iii) Each Preliminary Prospectus and the Prospectus when
filed, if filed by electronic transmission, pursuant to EDGAR (except as may be
permitted by Regulation S-T under the Act), was identical to the copy thereof
delivered to the Underwriters for use in connection with the offer and sale of
the Shares; the Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder; on the effective
date and at any Time of Delivery (as defined in Section 4 hereof), the
Registration Statement did not or will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading; and, when
filed and at any Time of Delivery, the Prospectus (together with any supplement
thereto) will not include 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; provided,
however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by an Underwriter through the Representative expressly
for use therein;


                  (iv) As of the Applicable Time, neither (i) any
Issuer-Represented General Use Free Writing Prospectuses issued at or prior to
the Applicable Time and the Statutory Prospectus, all considered together
(collectively, the "General Disclosure Package"), nor (ii) any individual
Issuer-Represented Limited-Use Free Writing Prospectus issued at or prior to the
Applicable Time, when considered together with the General Disclosure Package,
included any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter through the Representative expressly
for use therein. As used in this paragraph and elsewhere in this Agreement:


            "Applicable Time" means 5:00 pm (Eastern time) on the date of this
            Agreement.


            "Statutory Prospectus" as of any time means the most recent
            Preliminary Prospectus that is included in the Registration
            Statement immediately prior to the Applicable Time.


            "Issuer Represented Free Writing Prospectus" means any "issuer free
             writing prospectus," as defined in Rule 433 under the Act, relating
            to the Shares in the form filed or required to be filed with the
            Commission or, if not required to be filed, in the form retained in
            the Company's records pursuant to Rule 433(g) under the Act.


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            "Issuer Represented General Use Free Writing Prospectus" means any
            Issuer Represented Free Writing Prospectus that is intended for
             general distribution to prospective investors, as evidenced by its
            being specified in Schedule IV to this Agreement.


            "Issuer-Represented Limited-Use Free Writing Prospectus" means any
            Issuer Represented Free Writing Prospectus that is not an Issuer
            Represented General Use Free Writing Prospectus.


                  (v) Each Issuer-Represented Free Writing Prospectus, as of its
issue date and at all subsequent times through the completion of the public
offer and sale of the Shares or until any earlier date that the Company notified
or notifies the Representative as described in Section 5(b), did not, does not
and will not include any information that conflicted, conflicts or will conflict
with the information contained in the Registration Statement; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter through the Representative expressly
for use therein.


                  (vi) The financial statements, including the related schedules
and notes, filed with the Commission as a part of the Registration Statement and
included in each of the General Disclosure Package and the Prospectus (the
"Financial Statements") present fairly the combined financial position of each
of Compensation Risk Managers, LLC, a New York limited liability company
("CRM"), Compensation Risk Managers of California, LLC, a California limited
liability company ("CRM CA"), EIMAR L.L.C., a New York limited liability company
("EIMAR"), and Twin Bridges (Bermuda) Ltd., a Bermuda exempted company ("Twin
Bridges" and collectively together with any successor to such entities and CRM
USA Holdings, Inc., a Delaware corporation, which shall be formed under the laws
of the State of Delaware in accordance with the Reorganization Agreement (as
defined below), the "Subsidiaries") as of and at the dates indicated and the
results of their operations and cash flows for the periods specified; such
Financial Statements, unless otherwise noted therein have been prepared in
conformity with generally accepted accounting principles as applied in the
United States ("GAAP") applied on a consistent basis throughout the periods
involved; no other financial statements or supporting schedules are required to
be included in the Registration Statement; the income statement information for
the three fiscal years ended December 31, 2004 and balance sheet information as
of each of December 31, 2004 and December 31, 2003 as set forth in each of the
General Disclosure Package and the Prospectus under the captions "Summary
Combined Financial Information" and "Selected Combined and Pro Forma Financial
Information" fairly present the information therein on a basis consistent with
that of the audited combined financial statements contained in the Registration
Statement; the income statement information for each of the nine months ended
September 30, 2005 and September 30, 2004 and the balance sheet information as
of September 30, 2005 as set forth in each of the Statutory Prospectus and the
Prospectus under the captions "Summary Combined Financial Information" and
"Selected Combined and Pro Forma Financial Information" fairly present the
information therein on a basis consistent with that of the unaudited combined
financial statements contained in the Registration Statement; the


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income statement information for the two fiscal years ended December 31, 2001
and balance sheet information as of each of December 31, 2002, December 31, 2001
and December 31, 2000 as set forth in each of the General Disclosure Package and
the Prospectus under the captions "Summary Combined Financial Information" and
"Selected Combined and Pro Forma Financial Information" fairly present the
information therein on a basis consistent with that of the unaudited combined
financial statements of CRM, Eimar, CRM CA and Twin Bridges with respect to
those periods; the pro forma financial information included in the Registration
Statement, the General Disclosure Package and the Prospectus present fairly the
information shown therein, have been prepared in accordance with the
Commission's rules and guidelines with respect to pro forma financial statements
and have been properly compiled on the bases described therein, and the
assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and
circumstances referred to therein.


                  (vii) Johnson & Lambert & Co., who have certified certain
financial statements of the Company and the Subsidiaries, are independent
registered public accountants as required by the Act and the rules and
regulations of the Commission thereunder and in accordance with the requirements
of applicable insurance laws and regulations, and the published standards of the
National Association of Insurance Commissioners ("NAIC"), and such accountants
are not in violation of the auditor independence requirements of the
Sarbanes-Oxley Act of 2002 with respect to the Company (the "Sarbanes-Oxley
Act");


                  (viii) The statistical and market related data contained in
the General Disclosure Package, the Prospectus or the Registration Statement are
based on or derived from sources which the Company believes are reliable and
accurate;


                  (ix) This Agreement has been duly authorized, executed and
delivered by the Company;


                   (x) Neither the Company nor any of the Subsidiaries has
sustained, since the date of the latest audited financial statements included in
the Prospectus, any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or action, order or decree of any Governmental Entity (as
defined below), otherwise than as set forth in each of the General Disclosure
Package and the Prospectus; since the respective dates as of which information
is given in the Registration Statement and the Prospectus, there has not been
any change in the capital stock or material change in the long-term debt of the
Company or any of the Subsidiaries or any material adverse change, or any event
or development that may cause a prospective material adverse change, in or
affecting the general affairs, management, financial position, business
prospects, stockholders' equity or results of operations of the Company and the
Subsidiaries taken as a whole; and otherwise than as described in each of the
General Disclosure Package and the Prospectus, there have been no transactions
entered into by the Company or any of the Subsidiaries, other than those in the
ordinary course of business, which are material with respect to the Company and
the Subsidiaries, taken as a whole, and there has been no dividend or


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distribution of any kind declared, paid or made by the Company on any class of
its capital stock, other than the Distributions (as defined in the Prospectus);


                  (xi) The Company and the Subsidiaries have good and valid
title in fee simple to all real property and good and valid title to all
personal property owned by them, in each case free and clear of all any security
interest, mortgage, pledge, lien, encumbrance, restriction, defect or claim
(collectively, "Liens") except such as are described in each of the General
Disclosure Package and the Prospectus or such as do not materially affect the
value of such property and do not interfere with the use made and proposed to be
made of such property by the Company and the Subsidiaries; and any real property
and buildings held under lease by the Company and the 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 of
such property and buildings by the Company and the Subsidiaries;

                  (xii) The Reorganization Agreement dated December 7, 2005, by
and among (a) the Company, (b) CRM, CRM CA, Eimar and Twin Bridges and (c) the
shareholders named therein (the "Reorganization Agreement") has been duly
authorized, executed and delivered by each of the parties thereto; the
Reorganization Agreement constitutes a valid and binding obligation of each of
the parties thereto enforceable in accordance with its terms; none of the
parties to the Reorganization Agreement is in default in the performance,
observance or fulfillment of, any obligation, agreements, covenant or condition
contained therein; and the description of the Reorganization Agreement and the
transactions contemplated thereby are accurately and completely described, in
all material respects, in each of the General Disclosure Package and the
Prospectus;

                  (xiii) Each of the Company and the Subsidiaries has been duly
incorporated or organized and is validly existing as a corporation or limited
liability company in good standing under the laws of the jurisdiction of its
incorporation and has the corporate power and authority to own, lease and
operate its properties and to conduct its business as described in each of the
General Disclosure Package and the Prospectus and, in the case of the Company,
to enter into and perform its obligations under this Agreement; the Company and
each subsidiary is duly qualified as a foreign corporation or limited liability
company 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 be in good standing, would not, individually
or in the aggregate, have a material adverse effect on the business, properties,
assets, current or future combined or consolidated financial position, business
prospects, shareholders' equity or results of operations of the Company and the
Subsidiaries taken as a whole or on the ability of the Company to consummate the
transactions contemplated herein (a "Material Adverse Effect"); after the
consummation of the transaction contemplated by the Reorganization Agreement all
of the issued and outstanding share capital or equity interests of each
Subsidiary has been duly authorized and validly issued, is fully paid and
nonassessable and is owned by the Company, directly or through subsidiaries; the
Company owns, directly or through subsidiaries, the issued and outstanding share
capital or equity interests of each Subsidiary free and clear of any security


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Lien; the Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in
Exhibit 21 to the Registration Statement;


                  (xiv) The Company has an authorized capitalization as set
forth in each of the General Disclosure Package and the Prospectus under the
heading "Capitalization," and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued, are fully paid and
non-assessable and have been issued in compliance with Bermuda securities laws
(including any applicable Bermuda insurance securities laws); none of the
outstanding shares of 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; the description of the Company's share
option, share bonus and other share plans or arrangements and the options or
other rights granted thereunder set forth in each of the General Disclosure
Package and the Prospectus accurately and completely presents, in all material
respects, the information required to be shown with respect to such plans,
arrangements, options and rights;


                  (xv) The unissued Shares to be issued and sold by the Company
to the Underwriters hereunder have been duly and validly authorized and, when
issued and delivered against payment therefor as provided herein, will be duly
and validly issued and fully paid and non-assessable and will conform to the
description of the Common Shares contained in each of the General Disclosure
Package and the Prospectus;


                  (xvi) Except as described in each of the General Disclosure
Package and the Prospectus, (A) there are no outstanding rights (contractual or
otherwise), warrants or options to acquire, or instruments convertible into or
exercisable or exchangeable for, or agreements or understandings with the
Company with respect to the sale or issuance of, any shares of capital stock of
or other equity interest in the Company; and (B) there are no contracts,
agreements or understandings between the Company and any person granting such
person the right to require the Company to file a registration statement under
the Act or otherwise register any securities the Company owned or to be owned by
such person;


                  (xvii) The issue and sale of the Shares by the Company and the
compliance by the Company and the Subsidiaries with all of the provisions of
this Agreement and the Reorganization Agreement and the consummation by the
Company and the Subsidiaries of the transactions contemplated herein or therein
will not conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of the Subsidiaries is a party or by which the Company or any of the
Subsidiaries is bound or to which any of the property or assets of the Company
or any of the Subsidiaries is subject, nor will any such action result in any
violation of the provisions of the certificate of incorporation or charter (as
applicable) or bylaws of the Company or any of the Subsidiaries or any law,
statute or any order, rule or regulation of any Regulatory Agency (as used
herein, the term "Regulatory Agency" means any Bermuda, federal or state agency
charged with the supervision or regulation of insurance companies, or any court,
administrative agency or commission or other governmental agency, authority or
instrumentality having supervisory or


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regulatory authority with respect to the Company or any of the Subsidiaries), or
any other federal, state, local or foreign court or governmental agency or
regulatory or other body, including self-regulating organizations, (each a
"Governmental Entity"), having jurisdiction over the Company or any of the
Subsidiaries or any of their properties or assets; and no consent, approval,
authorization, order, registration or qualification of or with any such
Governmental Entity, is required for the issue and sale of the Shares or the
consummation by the Company of the transactions contemplated by herein, (a)
except the registration under the Act and the Securities Exchange Act of 1934,
as amended (the "1934 Act") of the Shares, (b) except as may be required under
the rules and regulations of the National Association of Securities Dealers,
Inc. ("NASD") and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities, insurance securities
or Blue Sky laws in connection with the purchase and distribution of the Shares
by the Underwriters, (c) except such as have been obtained from the Bermuda
Monetary Authority, (d) except that the Prospectus will have to be filed at the
Registrar of Companies in Bermuda pursuant to the laws of Bermuda and (e) except
for the issuance of an insurance broker license by the State of New York
Insurance Department and the issuance of an insurance broker license by the
State of California Department of Insurance each to CRM.


                  (xviii) Neither the Company nor any of the Subsidiaries is (a)
in violation of its certificate of incorporation or charter (as applicable) or
bylaws, or (b) in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, note, lease or other agreement or instrument to which it
is a party or by which it or any of its properties may be bound, except for such
default or observance that would not, individually or in the aggregate, have a
Material Adverse Effect;


                  (xix) The statements set forth in each of the General
Disclosure Package and the Prospectus under the caption "Description of Share
Capital", insofar as they purport to constitute a summary of the terms of the
share capital of the Company, and under the captions "Regulation," "Material Tax
Considerations," "Risk Factors - We and the groups we manage are subject to
extensive regulation in the United States that may adversely affect our ability
to achieve our business objectives. If we and these groups do not comply with
regulations, we and they may be subject to penalties, including fines,
suspensions and withdrawals of licenses and restrictions on growth on the
groups," "Risk Factors - CRM Holdings could be considered a U.S. corporation for
U.S. federal income tax purposes, and thus subject to U.S. tax on its worldwide
income (including the current income of Twin Bridges), under recently enacted
U.S. legislation, if the value of Twin Bridges does not exceed 20% of our total
value of CRM, CRM CA, Eimar and Twin Bridges," "Risk Factors - We may be deemed
to be engaged in a U.S. trade or business or considered to be a personal holding
company subject to U.S. Tax," "Risk Factors - Provisions in our charter
documents may reduce or increase the voting power associated with our common
shares," "Risk Factors - If you acquire 10% or more of our shares, you may be
subject to taxation under the `controlled foreign corporation' rules," "Risk
Factors - U.S. persons who hold shares could be subject to adverse tax
consequences if we are considered a `passive foreign investment company' for
U.S. federal income tax purposes," "Risk Factors - U.S. persons who hold shares
may be subject to U.S. income taxation on their pro rata share of our `related
person


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insurance income,'" "Risk Factors - Our holding company structure and certain
regulatory, tax and other constraints affect our ability to pay dividends, make
other payments and redeploy capital among our subsidiaries," "Risk Factors - Our
business could be adversely affected by Bermuda employment restrictions," "Risk
Factors - We may become subject to taxes in Bermuda after March 28, 2016," "Risk
Factors - Anti-takeover provisions in our bye-laws could impede an attempt to
replace or remove our directors, which could diminish the value of our common
shares," "Risk Factors - U.S. persons who own our common shares may have more
difficulty protecting their interests than U.S. persons who are shareholders of
a U.S. corporation" "Risk Factors - Twin Bridges is subject to extensive
regulation in Bermuda that may adversely affect its ability to achieve its
business objectives. If Twin Bridges fails to comply with these regulations, it
may be subject to penalties, including fines, suspensions and withdrawal of its
insurance license," "Risk Factors - We may be deemed to be engaged in a U.S.
trade or business or considered to be a personal holding company subject to U.S.
tax" and "Risk Factors - We are a Bermuda company and it may be difficult for
you to enforce judgments against us," insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate and
complete in all material respects;


                  (xx) Except as disclosed in each of the General Disclosure
Package and the Prospectus, the Company and the Subsidiaries conduct their
respective businesses in compliance with all federal, state, local and foreign
statutes, laws, rules, regulations, decisions, directives and orders applicable
to them (including, without limitation, rules and regulations promulgated by the
Bermuda Monetary Authority, the New York Workers' Compensation Board and the
California Department of Industrial Relations) except where the failure to so
comply would not, individually or in the aggregate, have a Material Adverse
Effect, and neither the Company nor any of the Subsidiaries has received any
communication from any Governmental Entity asserting that the Company or any of
the Subsidiaries is not in compliance with any such statute, law, rule,
regulation, decision, directive or order;


                  (xxi) Except as disclosed in each of the General Disclosure
Package and the Prospectus, there are no actions, suits, investigations or
proceedings before or by any Governmental Entity (a "Proceeding") now pending
or, to the knowledge of the Company, threatened or contemplated by Governmental
Entities or threatened or contemplated by others, to which the Company or any of
the Subsidiaries is a party or of which any property or asset of the Company or
any of the Subsidiaries is the subject (A) that is required to be disclosed in
the Registration Statement by the Act or by the rules and regulations of the
Commission thereunder and not disclosed therein or (B) which, if determined
adversely to the Company or any of the Subsidiaries, would, individually or in
the aggregate, have a Material Adverse Effect; all pending Proceedings to which
the Company or any of the Subsidiaries is a party or of which any of their
property or assets is the subject, either individually or in the aggregate,
which are not described in the Registration Statement, including ordinary
routine litigation incidental to their respective businesses, would not have a
Material Adverse Effect; and there are no contracts or documents of the Company
or any of the Subsidiaries which would be required to be described in the
Registration Statement or to be filed as exhibits thereto by the Act or by the
rules and regulations of the Commission thereunder which have not been so
described and filed;


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                  (xxii) Each of the Company and the Subsidiaries possess all
permits, licenses, including, but not limited to, insurance licenses from any
Regulatory Agency, exemptions, franchises, approvals, consents and other
authorizations of (collectively, "Governmental Licenses"), and has made all
filings, applications and registrations with and given all notices to, all
Governmental Entities to permit the Company or such subsidiary to conduct the
business now operated by the Company or the Subsidiaries, except in each case
where the failure to do so would not, individually or in the aggregate, have a
Material Adverse Effect; the Company and the Subsidiaries are in compliance with
the terms and conditions of all such Governmental Licenses, except where the
failure so to comply would not, individually or in the aggregate, have a
Material Adverse Effect; all of the Governmental Licenses are valid and in full
force and effect, except where the invalidity of such Governmental Licenses or
the failure of such Governmental Licenses to be in full force and effect would
not, individually or in the aggregate, have a Material Adverse Effect; and no
event has occurred (including, without limitation, the receipt of any notice
from any authority or governing body, the execution, delivery and performance of
this Agreement by the Company, the sale and delivery of the Shares and the
compliance by the Company with all of the provisions hereof and the consummation
by the Company and the Subsidiaries of the transactions contemplated in this
Agreement) which allows or, after notice or lapse of time or both, would allow,
revocation, suspension or termination of any such Governmental License or
results or, after notice or lapse of time or both, would result in any
impairment of the rights of the holder of any such Governmental License which
event, singly or in the aggregate, would result in a Material Adverse Effect;


                  (xxiii) To the knowledge of the Company and the Subsidiaries,
no change in any law or regulation is pending that would reasonably be expected
to result, individually or in the aggregate, in a Material Adverse Effect,
except as described in each of the General Disclosure Package and the
Prospectus; for the purpose of this paragraph, a law is considered to be
"pending" if has been passed by a legislative committee for consideration for
adoption by the legislature and if it has been published, and a regulation is
considered to be "pending" if has been published for comment by a Regulatory
Agency.


                  (xxiv) Each of the Company and the Subsidiaries is in
compliance in all material respects with all applicable federal, state and local
environmental laws, rules and regulations, including, without limitation, those
applicable to emissions to the environment, waste management, and waste disposal
(collectively, the "Environmental Laws"), except where such noncompliance would
not be reasonably likely to have a Material Adverse Effect, or except as
disclosed in each of the General Disclosure Package and the Prospectus;

                  (xxv) The Company and each of the Subsidiaries own or possess
adequate rights to use all patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations,
copyrights and licenses necessary for the conduct of their respective businesses
except where the failure to so own or possess would not, individually or in the
aggregate, have a Material Adverse Effect; and have no reason to believe that
the conduct of their respective businesses will conflict with, and have not
received any notice of any claim of conflict with, any such rights of others;


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                  (xxvi) No relationship, direct or indirect, exists between or
among the Company on the one hand, and the directors, officers, customers or
suppliers of the Company on the other hand, which is required to be described in
the Registration Statement by the Act or by the rules and regulations of the
Commission thereunder which has not been so described; and all descriptions of
such relationships in each of the General Disclosure Package and the Prospectus
are complete and accurate in all material respects;


                  (xxvii) The Company is not and, after giving effect to the
offering and sale of the Shares and after receipt of payment for the Shares and
the application of such proceeds as described in each of the General Disclosure
Package and the Prospectus, will not be an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");


                  (xxviii) The Company is in compliance with the provisions of
the Sarbanes-Oxley Act and the rules and regulations of the Commission
thereunder applicable to it and will comply with those provisions of the
Sarbanes-Oxley Act that will become effective in the future upon their
effectiveness; and the Company is in compliance with the applicable rules and
regulations of the Nasdaq National Market except, in either case, where the
failure to so comply would not, individually or in the aggregate, have a
Material Adverse Effect;


                  (xxix) The Company 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 the Common
Shares to facilitate the sale or resale of the Shares;


                  (xxx) Neither the Company nor any of the Subsidiaries nor, to
the Company's knowledge, any employee or agent of the Company or any subsidiary
in his/her capacity as an employee or agent of the Company or any subsidiary,
has made any contribution or other payment to any official of, or candidate for,
any federal, state or foreign office in violation of any law or of the character
required to be disclosed in the Prospectus;


                  (xxxi) The Company maintains a system of accounting controls
sufficient to provide reasonable assurances that (A) transactions are executed
in accordance with management's general or specific authorization; (B)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain accountability for assets;
(C) access to assets is permitted only in accordance with management's general
or specific authorization; and (D) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is
taken with respect to any differences;


                  (xxxii) The Company has established and maintains disclosure
controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e)
under the 1934 Act). Such disclosure controls and procedures are designed to
ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to the Company's Co-Chief Executive
Officers and its Chief Financial Officer by others within those entities to
allow timely


                                       11
<PAGE>
decisions regarding disclosures and are effective to perform the functions for
which they were established; the Company's auditors have advised the members of
the Board of Directors of the Company of (1) any significant deficiencies or
material weaknesses in the design or operation of internal controls over
financial reporting which are reasonably likely to adversely affect the
Company's ability to record, process, summarize and report financial information
and (2) any fraud, whether or not material, that involves management or other
employees who have a role in the Company's internal controls over financial
reporting.


                  (xxxiii) Neither the Company nor any of the Subsidiaries is
subject or is party to, or has received any notice or advice that any of them
may become subject or party to any investigation with respect to, any
corrective, suspension or cease-and-desist order, agreement, consent agreement
or other regulatory enforcement action, proceeding or order with or by, or is a
party to any commitment letter or similar undertaking to, or is subject to any
directive by, or has been a recipient of any supervisory letter from, or has
adopted any board resolutions at the request of, any Regulatory Agency that
currently relates to or restricts in any material respect their business or that
in any manner relates to their capital and surplus adequacy (including, but not
limited to, any calculation or ratio relating to the "risk-based capital," of
any Subsidiary that is an insurance company (an "Insurance Subsidiary") as
contemplated under corresponding guidance published by the NAIC or applicable
Bermuda statutes or regulations) or their management (each, a "Regulatory
Agreement"), other than the agreement by and between CRM and the Workers'
Compensation Board of the State of New York, dated December 15, 2005, which
agreement, in the reasonable judgment of the Company, is not expected to result
in a Material Adverse Effect, nor has the Company or any of the Subsidiaries
been advised by any Regulatory Agency that it is considering issuing or
requesting any such Regulatory Agreement; there is no unresolved violation,
criticism or exception by any Regulatory Agency with respect to any report or
statement relating to any examinations of the Company or any of the Subsidiaries
which, in the reasonable judgment of the Company, is expected to result in a
Material Adverse Effect;


                  (xxxiv) Any "employee benefit plan" (as defined under the
Employee Retirement Income Security Act of 1974, as amended, and the regulations
and published interpretations thereunder (collectively, "ERISA")) established or
maintained by the Company, the Subsidiaries or their "ERISA Affiliates" (as
defined below) are in compliance in all material respects with ERISA; "ERISA
Affiliate" means, with respect to the Company or a subsidiary, any member of any
group of organizations described in Section 414(b), (c), (m) or (o) of the
Internal Revenue Code of 1986, as amended, and the regulations and published
interpretations thereunder (the "Code") of which the Company or such subsidiary
is a member; no "reportable event" (as defined under ERISA) has occurred or is
reasonably expected to occur with respect to any "employee benefit plan"
established or maintained by the Company, the Subsidiaries or any of their ERISA
Affiliates; no "employee benefit plan" established or maintained by the Company,
the Subsidiaries or any of their ERISA Affiliates, if such "employee benefit
plan" were terminated, would have any "amount of unfunded benefit liabilities"
(as defined under ERISA); none of the Company, the Subsidiaries nor any of their
ERISA Affiliates has incurred or reasonably expects to incur any liability under
(A) Title IV of ERISA with respect to


                                       12
<PAGE>
termination of, or withdrawal from, any "employee benefit plan" or (B) Sections
412, 4971, 4975 or 4980B of the Code; each "employee benefit plan" established
or maintained by the Company, the Subsidiaries or any of their ERISA Affiliates
that is intended to be qualified under Section 401(a) of the Code is so
qualified and nothing has occurred whether by action or failure to act, which
would cause the loss of such qualification;


                  (xxxv) The Company and the Subsidiaries, taken as a whole, are
insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the business in
which they are engaged; and neither the Company nor any of the Subsidiaries has
any reason to believe that it will not be able to renew its existing insurance
coverage from similar insurers as may be necessary to continue its business at a
cost that would not have a Material Adverse Effect; neither the Company nor any
Subsidiary has been denied any insurance coverage which it has sought or for
which it has applied;


                  (xxxvi) Neither the Company nor any of its Insurance
Subsidiaries is in violation of, or in default in the performance, observance or
fulfillment of, any obligation, agreements, covenant or condition contained in
reinsurance and retrocessional treaties, contracts, agreements and arrangements
to which the Company or any of its Insurance Subsidiaries is a party, except for
such violations or defaults which would not, individually or in the aggregate,
result in a Material Adverse Effect; except as described in each of the General
Disclosure Package and the Prospectus, all such reinsurance and retrocessional
treaties, contracts, agreements and arrangements are in full force and effect;
neither the Company nor any of its Insurance Subsidiaries has received any
notice from any of the other parties to such treaties, contracts, agreements or
arrangements that such other party intends not to perform its obligations
thereunder and none of them has any reason to believe that any of the other
parties to such treaties, contracts, agreements or arrangements will be unable
to perform its obligations thereunder, except to the extent that such
nonperformance would not, individually or in the aggregate, result in a Material
Adverse Effect; neither the Company nor any of its Insurance Subsidiaries has
received any notice from any of the other parties to such treaties, contracts,
agreements or arrangements that such other party intends to terminate such
treaty, contract, agreement or arrangement, except to the extent that such
termination would not reasonably be expected to, individually or in the
aggregate, result in a Material Adverse Effect;


                  (xxxvii) Except as disclosed in each of the General Disclosure
Package and the Prospectus, there are no contracts, agreements or understandings
between the Company and any person that would give rise to a valid claim against
the Company, or any Underwriter, for a brokerage commission, finder's fee or
other like payment;


                  (xxxviii) No Subsidiary of the Company is currently
prohibited, directly or indirectly, under any agreement or other instrument to
which it is a party or is subject, from paying any dividends to the Company,
from making any other distribution on such Subsidiary's capital stock or from
repaying to the Company any loans or advances to such subsidiary from the
Company, other than general restrictions and limitations applicable to all
insurance companies domiciled in the country or state of organization of such
Insurance Subsidiary pursuant to


                                       13
<PAGE>
applicable law and other than as described in each of the General Disclosure
Package and the Prospectus;


                  (xxxix) The Company and its Insurance Subsidiary have made no
material changes in their insurance reserving practices since the respective
dates as of which relevant financial information is presented in the
Registration Statement, except as disclosed in each of the General Disclosure
Package and Prospectus;


                  (xl) The Company and the Subsidiaries have filed all necessary
federal, state and foreign income, franchise and premium tax returns or have
properly requested extensions thereof and have paid all taxes required to be
paid by any of them; the Company and the applicable Subsidiaries have made
adequate charges, accruals and reserves in the applicable financial statements
referred to in Section 1(a)(vi) hereof in respect of all federal, state and
foreign income, franchise and premium taxes for all periods as to which the tax
liability of the Company or any of the Subsidiaries has not been finally
determined;

                  (xli) No forward-looking statement (within the meaning of
Section 27A of the Act and Section 21E of the Exchange Act) contained in the
Registration Statement, the General Disclosure Package or the Prospectus has
been made or reaffirmed without a reasonable basis or has been disclosed other
than in good faith;

                  (xlii) No consent, approval, authorization or order of, or
qualification with, any governmental body or agency, other than those obtained,
is required in connection with the offering of the Reserved Shares (as defined
below) in any jurisdiction where the Reserved Shares are being offered, except
for such consents, approvals, authorizations, registrations or qualifications as
may be required under state securities, insurance securities or Blue Sky laws in
connection with the purchase and distribution of the Reserved Shares by the
Underwriters. The Company has not offered, or caused any Underwriter to offer,
Shares to any person pursuant to the Reserved Share Program (as defined below)
with the specific intent to unlawfully influence (i) a customer or supplier of
the Company to alter the customer's or supplier's level or type of business with
the Company or (ii) a trade journalist or publication to write or publish
favorable information about the Company or its products;

                  (xliii) At the time of the initial filing of the Registration
Statement and on the date hereof the Company was not and is not an "ineligible
issuer," as defined in Rule 405 under the Act;

                  (xliv) The Common Shares, including the Shares being sold
hereunder by the Company and the Selling Shareholders, have been approved for
quotation on the Nasdaq National Market under the symbol "CRMH", subject to
notice of issuance and evidence of satisfactory distribution; and

                  (xlv) Except for the Public Entities Trust of New York, each
of the self-insured groups managed by CRM or CRM CA, as the case may be, on the
date hereof are in full compliance with all laws, statutes or any order, rule or
regulation of any applicable Regulatory Agency, except where the failure to so
comply would not, individually or in the aggregate, have a material adverse
effect on the business, properties, assets, current or future combined or


                                       14
<PAGE>
consolidated financial position, business prospects, shareholders' equity or
results of operations of such self-insured group and in the aggregate such
failures to so comply by all of the self-insured groups (including the Public
Entities Trust of New York) would not have a Material Adverse Effect; each of
such self-insured groups was duly formed and is validly existing under the laws
of the state in which it was formed; and none of such self-insured groups, other
than the Public Entities Trust of New York, is currently deemed to be
"underfunded" as determined by the New York Workers' Compensation Board or the
California Department of Industrial Relations, as applicable.

            (b) Any certificate signed by an officer of the Company and
delivered to you or to counsel for the Underwriters at any Time of Delivery
shall be deemed to be a representation and warranty by the Company to each
Underwriter as to the matters set forth therein.

            (c) Each of the Selling Shareholders for itself, severally and not
jointly, represents and warrants to, and agrees with, each of the Underwriters
and the Company that:

                  (i) All consents, approvals, authorizations and orders
necessary for the execution and delivery by such Selling Shareholder of this
Agreement, the Power of Attorney (as defined below) and the Custody Agreements
(as defined below) and for the sale and delivery of the Shares to be sold by
such Selling Shareholder hereunder, have been obtained; and such Selling
Shareholder has full right, power and authority to enter into this Agreement,
the Power of Attorney and the Custody Agreements and to sell, assign, transfer
and deliver the Shares to be sold by such Selling Shareholder hereunder;

                  (ii) Each of this Agreement, the Custody Agreements and the
Power of Attorney have been duly authorized, executed and delivered by such
Selling Shareholder and each of the Custody Agreements and the Power of Attorney
constitutes a valid and binding obligation of such Selling Shareholder
enforceable against such Selling Shareholder in accordance with its terms;

                  (iii) The sale of the Shares to be sold by such Selling
Shareholder hereunder and the compliance by such Selling Shareholder with all of
the provisions of this Agreement, the Power of Attorney and the Custody
Agreements and the consummation by such Selling Shareholder of the transactions
herein and therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any statute, indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which such Selling Shareholder is a party or by which
such Selling Shareholder is bound or to which any of the property or assets of
such Selling Shareholder is subject, nor will any such action result in any
violation of the provisions of the constituent documents of such Selling
Shareholder if such Selling Shareholder is a corporation or other entity, or any
statute or any order, rule or regulation of any Governmental Entity having
jurisdiction over such Selling Shareholder or the property or assets of such
Selling Shareholder;

                  (iv) Immediately prior to each Time of Delivery such Selling
Shareholder will be, except with respect to such Shares at such times as to
which the Share Custodian (as defined below) is the registered owner, the sole
registered and beneficial owner of the Shares to be sold by such Selling
Shareholder hereunder, free and clear of all Liens; and, upon delivery of


                                        15
<PAGE>
such Shares as directed by the Underwriters to a nominee designated by The
Depository Trust Company ("DTC") and payment therefor pursuant hereto, the
respective Underwriters, upon the crediting of such Shares on the records of DTC
to securities accounts of the respective Underwriters, will acquire a security
entitlement in respect of such Shares under Section 8-501 of the New York UCC,
will be a "protected purchaser" (as defined under the Uniform Commercial Code of
New York (the "New York UCC")) provided that it has no "notice" of an adverse
claim within the meaning of Section 8-105 of the New York UCC, and no action
based on an adverse claim to such s