STOCK PURCHASE AGREEMENT
                                     Between
                               INTEGON CORPORATION
                                       and
                         INTEGON RE (BARBADOS), LIMITED



     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of this 16th day of March,  2000 by and between  INTEGON RE (BARBADOS),  LIMITED
(hereinafter  referred to as the  "Company"),  a Barbados  corporation  with its
principal place of business in St. Micheal,  Barbados,  and INTEGON  CORPORATION
(hereinafter  referred to as the "Purchaser"),  a Delaware  corporation with its
administrative offices in Winston-Salem, North Carolina.

     WHEREAS,  the Company  desires to sell and issue to the Purchaser,  and the
Purchaser  desires to purchase from the Company,  1,000,000 shares of the common
stock of the Company.

     NOW,  THEREFORE,  in  consideration  of the  purchase  price and the mutual
covenants and promises  stated  herein,  the Company and the Purchaser  agree as
follows:

1.   PURCHASE AND SALE OF SHARES

     The  Company  hereby  agrees  to sell and issue to the  Purchaser,  and the
Purchaser  agrees  to  purchase,  1,000,000  shares of the  common  stock of the
Company,  without  nominal  or par value  per share  (the  "Common  Stock"),  in
consideration of which the Purchaser shall pay to the Company  $1,000,000 (U.S.)
(the  "Purchase  Price").  The Purchase  Price shall be payable on or before the
date specified for this purpose by the Company's directors.

2.   EXPENSE REIMBURSEMENT

     The Purchaser  agrees that it shall bear,  without  reimbursement  from the
Company, the following expenses:

     a. all reasonable expenses and liabilities attributable to the organization
and incorporation of the Company;

     b.  all  expenses   attributable   to  the  initial   registration  of  the
participating  shares of the  Company  with the  United  States  Securities  and
Exchange   Commission,   and  initial  compliance  with  United  States  federal
securities  laws and the securities and insurance laws of the various states and
other jurisdictions of the United States; and

     c. all  operational  expenses  and  liabilities  attributable  to  ordinary
day-to-day Company operations, excluding any United States Federal income taxes,
incurred during the period commencing on the date that any participating  shares
of the Company are first issued (the "Issue Date") and ending on the last day of
the Company's fiscal quarter that immediately precedes the







twelve month  anniversary  of the Issue Date. In the event that the Company pays
any such expenses directly, the Purchaser shall reimburse the Company on demand.

3.   RESTRICTIVE LEGEND

     The  Purchaser  represents  that it is  purchasing  the  Common  Stock  for
investment  and not with a view to  distribution.  It is agreed that the Company
may place on the certificate for the Common Stock a legend stating in substance:

         The  shares  evidenced  by this  certificate  have  been  acquired  for
         investment  and have not been  registered  under the  Securities Act of
         1933. The shares may not be sold,  transferred or otherwise disposed of
         in  the  absence  of  such   registration  or  an  opinion  of  counsel
         satisfactory  to Integon Re (Barbados),  Limited (the  "Company")  that
         such registration is not required.

4.   RELATIONSHIP TO ARTICLES AND BY-LAWS

     The Purchaser  agrees to be bound by and shall be subject to all provisions
in the Articles of Incorporation and By-Laws of the Company  (collectively,  the
"Articles and By-Laws")  that are in effect as of the date of this Agreement and
any  amendments  to  such  provisions  that  may be  added  in the  future.  The
provisions of the Articles and By-Laws are  incorporated  herein by reference to
the extent relevant to this Agreement.

6.   ENTIRE AGREEMENT

     This  Agreement  represents  the entire  agreement  between the parties and
supersedes any prior  agreement  between the parties with respect to the matters
covered herein.  Any amendment or  modification  hereof shall be made in writing
signed by authorized representatives of both parties.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]








     IN WITNESS  WHEREOF,  the parties hereunto have caused this Agreement to be
executed  by their duly  authorized  representatives  as of the date first above
written.

                                            INTEGON RE (BARBADOS), LIMITED


                                            By  /s/ Ronald W. Jones
                                               ______________________________
                                                  Name: Ronald W. Jones
                                                  Title: Vice-President, Finance


                                            INTEGON CORPORATION


                                            By: /s/ Pamela H. Gowwin
                                               ______________________________
                                                  Name: Pamela H. Godwin
                                                  Title: President and Chief
                                                         Operating Officer