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                                                                  Exhibit 4.5

                              AMENDMENT NO. 1 TO
                             AMENDED AND RESTATED
                                TRUST AGREEMENT



     This AMENDMENT NO. 1 (the "Amendment") is made as of May 8, 2001, by and
among the Administrative Trustees of MRM Capital Trust I,  Mutual Group Ltd., a
Delaware corporation, as Sponsor and as holder of the Common Securities (the
"Sponsor"), and Intrepid Master Funding Trust, as holder of the Preferred
Securities.

                                  WITNESSETH:

     WHEREAS, certain of the Trustees and the Sponsor established MRM CAPITAL
TRUST I (the "Trust"), a trust created under the Business Trust Act (as defined
herein) pursuant to a Trust Agreement dated as of February 3, 2000 (the
"Original Agreement"), as amended and restated by the Amended and Restated Trust
Agreement dated as of September 21, 2000 (as amended and restated, the "Trust
Agreement");

     WHEREAS, the parties hereto desire to amend the Trust Agreement as set
forth herein;

     WHEREAS, the Trust Agreement provides for amendment of its terms, subject
to satisfaction of certain requirements, including the consent of all the
holders of the Preferred Securities and the Common Securities;

     WHEREAS, all things necessary to make this Amendment a valid amendment and
agreement according to its terms have been done;

     NOW THEREFORE, in consideration of their mutual covenants contained herein,
the parties hereto, intending to be legally bound, hereby mutually covenant and
agree as follows:

                                   ARTICLE 1
                                  AMENDMENTS

     Section 1.01.  Definitions. (a) Capitalized terms used and not defined in
this Amendment shall have the meanings assigned to them in the Trust Agreement.

     (b)  The definition of Reference Corporate Dealer in Section 1.01 of the
Trust Agreement is hereby amended to read in its entirety as follows:
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               "Reference Corporate Dealer" means each of Morgan Stanley & Co.
           Incorporated, Salomon Smith Barney, Inc., Credit Suisse First Boston
           Corporation, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner &
           Smith Incorporated.

     (c)  The definition of Trigger Event in Section 1.01 of the Trust Agreement
is hereby amended to read in its entirety as follows:

               "Trigger Event" means the occurrence of any of the following: (a)
           May 17, 2001, if no Mutual Party has issued to any XL Entity and
           other purchasers at least $100,000,000 in aggregate principal amount
           of any XL Securities (of which at least $50,000,000 are to be
           purchased for investment by an XL Entity) prior to such date, (b) any
           issued XL Securities become due and payable or the holders thereof
           have the right to require the relevant Mutual Party to purchase such
           XL Securities, (c) on (i) any Trading Day from and including the date
           four months from the first date of issuance of any XL Securities (the
           "Initial XL Issuance Date") to but excluding the date six months from
           the Initial XL Issuance Date, if the Restructuring has not been
           completed by 9:00 a.m., New York City time on such Trading Day and
           the Closing Price of the Common Shares on the immediately preceding
           Trading Day is less than $8.00 or (ii) the first Business Day six
           months after the Initial XL Issuance Date, if the Restructuring has
           not been completed, (d) after 9:00 a.m., New York City time, on the
           tenth day immediately following the date the Restructuring has been
           completed or (e) the One Hundred Million Dollar Trigger.

     (d)  Section 1.01 of the Trust Agreement is hereby amended by the addition
of the following new definitions in the appropriate alphabetical order:

               "Amendment No. 1" means Amendment No. 1 to the Remarketing
           Agreement dated as of May 8, 2001.

               "Initial XL Issuance Date" has the meaning set forth in the
           definition of Trigger Event.

               "Mutual Party" means each of the Sponsor, the Guarantor and each
           of their respective affiliates and subsidiaries and any entity formed
           in connection with the Restructuring.

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                    "Newco" shall have the meaning set forth in Annex A to
           Amendment No. 1.

                    "One Hundred Million Dollar Trigger" means at any time from
           and including the Initial XL Issuance Date to but excluding the date
           on which the holders of the XL Securities no longer have any right
           to, or could not pursuant to the terms of the XL Securities upon the
           occurrence of any event, have any right to, require a Mutual Party to
           repurchase such XL Securities, the sum of the amounts in the Separate
           Account and the collateral account referred to in Section 3(a)(x) of
           the Remarketing Agreement does not equal at least $100,000,000 at
           that time.

                    "Restructuring" shall have the meaning set forth in Annex A
           to Amendment No. 1.

                    "Separate Account" means the account established by the
           Company with Fleet National Bank pursuant to Section 3(a)(x) of the
           Remarketing Agreement, as amended.

                    "XL Entity" means XL Capital Ltd. or any subsidiary or
           affiliate thereof.

                    "XL Securities" means any debt securities issued by any
           Mutual Party to any XL Entity and any securities of the same class
           issued to any other purchasers, together with the voting preferred
           stock described in the "Voting Preferred Stock" section of Annex A to
           Amendment No. 1 (it being understood that the Warrants (as defined in
           Annex A to Amendment No. 1) shall not be deemed to be XL Securities).

     Section 1.02.  Remarketing Provisions.  (a) Sections 6.02(a) and (b) of the
Trust Agreement are hereby amended to read in their entirety as follows:

                    SECTION 6.02. (a) Remarketing Procedures.(i) Subject to
           Section 6.04, upon and at any time after the occurrence of a Trigger
           Event or a Cross Default, the Holders of a Majority in Liquidation
           Amount of the Securities, acting together as a single class (the
           "Requesting Holders"), will have the right to require remarketing of
           the Preferred Securities. The Requesting Holders may exercise this
           right by delivering a written notice to the Remarketing Agent by
           10:00 a.m. on any date on or after the date on which such Trigger
           Event or Cross Default occurs. Upon the

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           receipt of such notice, the Remarketing Agent shall immediately
           deliver a written notice to the Sponsor on behalf of the Requesting
           Holders (the "Remarketing Notice"). If the Requesting Holders
           exercise their right to require the remarketing of the Preferred
           Securities, the Reset Date shall be the date on which such
           Remarketing Notice is delivered.

                    (ii) If the Requesting Holders do not exercise their right
               to require the remarketing of the Preferred Securities pursuant
               to Section 6.02(a)(i) above with respect to any Trigger Event or
               Cross Default, the Requesting Holders shall have the right to
               require the remarketing of the Preferred Securities in accordance
               with Section 6.02(a)(i) at any subsequent time with respect to
               the same Trigger Event or Cross Default or with respect to any
               subsequent Trigger Event or Cross Default.

               (b) If the Sponsor and the Guarantor have complied in all
           material respects with all covenants set forth in the Remarketing
           Agreement, as amended, then by 3:00 p.m., New York City time, on the
           Reset Date, the Remarketing Agent shall request Bids from the
           Reference Corporate Dealers. The Remarketing Agent shall disclose to
           Sponsor the Bids obtained and determine the lowest Bid Rate (the
           "Winning Bid Rate") from among the Bids obtained on the Reset Date.
           By 4:30 p.m., New York City time, on the Reset Date, the Remarketing
           Agent shall notify the Sponsor and the Property Trustee of the
           Winning Bid Rate. If on a Reset Date, Bids are not submitted by at
           least two Reference Corporate Dealers, or if the lowest Bid submitted
           would result in a Winning Bid Rate in excess of the rate permitted by
           applicable law, or if the Sponsor and the Guarantor have not complied
           in all material respects with all covenants set forth in the
           Remarketing Agreement, as amended, the Remarketing shall be deemed to
           be a Failed Remarketing on such date; provided, that the Company's
           obligation to furnish the Offering Memorandum to the Remarketing
           Agent by 11:00 a.m. (New York City time) on the Reset Date pursuant
           to Section 13of the Remarketing Agreement shall not be subject to the
           foregoing qualification as to materiality. The Winning Bid Rate
           determined by the Remarketing Agent, absent manifest error, shall be
           binding and conclusive upon the Holders of the Trust Securities, the
           Sponsor, the Guarantor and the Trust.

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     Section 1.03.  Successful Remarketing. Section 6.02(d) of the Trust
Agreement shall be amended by the addition of the following new sentence after
the last sentence thereof:

           On the Remarketing Settlement Date following the settlement of the
           purchase and sale of the Preferred Securities (or, if applicable, the
           Senior Notes), the provisions of this Section 6.02 (other than
           Sections 6.02(i) and 6.02(j)) shall terminate and shall be of no
           further effect.

     Section 1.04.  Failed Remarketing. (a) Section 6.05 of the Trust Agreement
is hereby amended in its entirety to read as follows:

                    SECTION 6.05. Failed Remarketing. The Remarketing Agent
           shall give notice of any Failed Remarketing on or after the date such
           Failed Remarketing occurs to the Sponsor, the Guarantor, the Senior
           Note Trustee and the Property Trustee.

     Section 1.05.  Cancellation by Holders. The Trust Agreement is hereby
amended by the addition of the following new Section 7.12:

                    SECTION 7.12. Cancellation by Holders. The Holders of all of
           the outstanding Preferred Securities and Common Securities may, at
           any time, deliver all of the outstanding Preferred Securities and
           Common Securities to the Property Trustee for cancellation; provided
           that upon such surrender of all of the outstanding Preferred
           Securities and Common Securities for cancellation, the Trust shall,
           simultaneously, surrender the aggregate principal amount of the
           outstanding Senior Notes to the trustee under the Base Indenture for
           cancellation. The Property Trustee shall promptly cancel all
           Preferred Securities and Common Securities surrendered for
           cancellation and shall dispose of all such canceled Preferred
           Securities and Common Securities in accordance with its customary
           practices; provided that the Property Trustee shall not be obligated
           to destroy any Preferred Securities or Common Securities. The Trust
           may not issue new Preferred Securities or Common Securities to
           replace the Preferred Securities that the Holders thereof delivered
           to the Property Trustee for cancellation.

     Section 1.06.  Dissolution and Termination of Trust. Section 8.01 of the
Trust Agreement is hereby amended by deleting the word "or" at the end of clause
(v) thereof, replacing the period at the end of clause (vi) thereof by "; or"
and inserting the following new clause (vii):

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                    (vii)  the cancellation of all Preferred Securities and
          Common Securities pursuant to Section 7.12 hereof.

     Section 1.07.  Distribution Rate. The Trust Agreement (including Annex I
and the Exhibits thereto) is hereby amended by replacing each reference to "150
basis points" therein by a reference to "566 basis points". Such amended
Distribution Rate shall be effective on and as of April 1, 2001.


                                   ARTICLE 2
                                 Miscellaneous

     Section 2.01.  Conditions. On the date hereof, the Property Trustee shall
have received (a) an Officers' Certificate from each of the Trust and the
Sponsor that such amendment is permitted by, and conforms to, the terms of this
Agreement (including the terms of the Securities) pursuant to Section
12.01(b)(i) of the Trust Agreement and (b) an Opinion of Counsel pursuant to
Sections 6(b), 7(b) and 8 of Annex I to the Trust Agreement.

     Section 2.02.  Consent to Action by Property Trustee. The Sponsor, as
holder of the Common Securities, and Intrepid Funding Master Trust, as holder of
the Preferred Securities, hereby consent to the execution and delivery of the
Trust's consent to the Second Supplemental Indenture dated as of May 8, 2001,
among Mutual, MRM, and The Chase Manhattan Bank, as trustee, by The Chase
Manhattan Bank, as Property Trustee under the Trust Agreement, on behalf of the
Trust.

     Section 2.03.  Governing Law. This Amendment and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of Delaware and all rights and remedies shall be governed by such laws,
without reference to the choice of laws rules thereof; provided, however, that
the immunities and standard of care of the Property Trustee in connection with
the administration of its trusts and duties hereunder shall be construed in
accordance with and governed by the internal laws of the State of New York.
SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

     Section 2.04.  Severability. If any provision in this Amendment shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

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     Section 2.05.  Counterparts. The parties may sign any number of copies of
this Amendment. Each signed copy shall be an original, but all of them together
represent the same agreement. Any signed copy shall be sufficient proof of this
Amendment.

     Section 2.06.  Ratification of Trust Agreement; Amendment Controls. The
Trust Agreement, as amended by Amendment, is in all respects ratified and
confirmed, and this Amendment shall be deemed part of the Trust Agreement. The
provisions of this Amendment shall supersede the provisions of the Trust
Agreement to the extent the Trust Agreement is inconsistent herewith.

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to the Trust
Agreement to be executed as of the date first above written.

                                          Richard O'Brien, not in his individual
                                          capacity but solely as Administrative
                                          Trustee of the Trust

                                          /s/ Richard E. O'Brien
                                          ___________________________


                                          Elizabeth Price, not in her individual
                                          capacity but solely as Administrative
                                          Trustee of the Trust

                                          /s/ Elizabeth B. Price
                                          ___________________________



                                          MUTUAL GROUP LTD., as Sponsor and the
                                          Holder of the Common Securities


                                          By: /s/ Elizabeth B. Price
                                             ________________________
                                          Name:   Elizabeth B. Price
                                          Title:   Assistant Secretary
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Consented to:

INTREPID FUNDING MASTER TRUST,
 as the Holder of the Preferred Securities

By: Wilmington Trust Company,  not
      in its individual capacity, but
      solely as Owner Trustee

By: /s/ Mary Kay Pupillo
    _________________________
Name:  Mary Kay Pupillo
Title: Senior Financial Services Officer
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THE CHASE MANHATTAN BANK,
   not in its individual capacity but solely
   as Property Trustee of the Trust


By: /s/ Sheik Wiltshire
    ________________________
Name:  Sheik Wiltshire
Title: Assistant Vice President