KINGSWAY FINANCIAL CAPITAL TRUST I



                              KINGSWAY AMERICA INC.



                           KINGSWAY U.S. FUNDING INC.



                        KINGSWAY FINANCIAL SERVICES INC.



                           ____% Preferred Securities

                 (Liquidation Amount $25 per Preferred Security)



                             UNDERWRITING AGREEMENT



                                                                        __, 2003



ADVEST, INC.

FERRIS, BAKER WATTS, INCORPORATED

KEEFE, BRUYETTE & WOODS, INC.

RAYMOND JAMES & ASSOCIATES, INC.

SANDLER O'NEILL & PARTNERS, L.P.

PUTNAM LOVELL NBF SECURITIES INC.

RBC DAIN RAUSCHER INC.

As Representatives of the Several

Underwriters Named in Schedule I Hereto

c/o Advest, Inc.

One Rockefeller Plaza, 20th Floor

New York, New York 10020



Ladies and Gentlemen:



     Kingsway Financial Capital Trust I (the "Trust"), a statutory trust

organized under the Delaware Statutory Trust Act (the "Delaware Act") of the

State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C.

Section 3801 et seq.), Kingsway U.S. Funding Inc., a Delaware corporation (the

"Company"), as depositor of the Trust, Kingsway Financial Services Inc., an

Ontario corporation (the "Guarantor"), as guarantor of (x) the Preferred

Securities (as defined below) to the extent set forth in the Preferred

Securities Guarantee Agreement to be dated as of ________, 2003 (the "Preferred

Securities Guarantee Agreement"), between the Guarantor and BNY Midwest Trust

Company ("Trust Company"), an Illinois trust company, as Trustee (the "Guarantee

Trustee"), and (y) the Junior Subordinated Debentures (as defined below) to the

extent set forth in the Indenture (as defined below), and Kingsway America Inc.



<PAGE>



("Kingsway America"), a Delaware corporation and wholly owned subsidiary of the

Guarantor, hereby confirm their agreement with you and the several underwriters,

on whose behalf you have been duly authorized to act as their representatives

(the "Representatives"), as follows:



     1.   Introduction. Upon the terms and conditions set forth in this

Underwriting Agreement (this "Agreement"), the Trust agrees to, and the Company

agrees to cause the Trust to, issue and sell to the several underwriters

identified in Schedule I annexed hereto (the "Underwriters"), who are acting

severally and not jointly, an aggregate liquidation amount of $       (the "Firm

Securities") of the Trust's ______% preferred securities, representing undivided

beneficial interests in the assets of the Trust (the "Preferred Securities").

The Trust also proposes to, and the Company also proposes to cause the Trust to,

issue and sell to the Underwriters, at the Underwriters' option, up to an

additional $       aggregate liquidation amount of Preferred Securities (the

"Option Securities") in proportion to the amounts set forth opposite their

respective names in Schedule I hereto.



     The Preferred Securities and the Common Securities (as defined herein) are

to be issued pursuant to the terms of an Amended and Restated Declaration of

Trust to be dated as of _____________, 2003 (the "Trust Agreement"), among the

Company, as depositor, the Trust Company, as property trustee (in such capacity,

"Property Trustee"), The Bank of New York (Delaware) ("Delaware Trust"), a

Delaware banking corporation, as Delaware trustee ("Delaware Trustee"), the

Administrative Trustees named therein, and the holders from time to time of

undivided beneficial interests in the assets of the Trust. The Preferred

Securities will be guaranteed by the Guarantor on a subordinated basis and

subject to certain limitations with respect to distributions and payments upon

liquidation, redemption or otherwise (the "Preferred Securities Guarantee")

pursuant to the Preferred Securities Guarantee Agreement. The assets of the

Trust will consist of __% junior subordinated deferrable interest debentures,

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