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                                                                  Exhibit 4.6

                         SECOND SUPPLEMENTAL INDENTURE
                                     among
                         Mutual Group Ltd., as Issuer,
                  Mutual Risk Management Ltd., as Guarantor,
                                      and
                     The Chase Manhattan Bank, as Trustee,
                            dated as of May 8, 2001


     This Second Supplemental Indenture (the "Second Supplemental Indenture") is
made as of May 8, 2001, by and among Mutual Group Ltd., a Delaware corporation,
as Issuer (the "Company"), Mutual Risk Management Ltd., as Guarantor (the
"Guarantor"), and The Chase Manhattan Bank, as Trustee (the "Trustee") under the
Indenture dated as of September 21, 2000 among the Company, the Guarantor and
the Trustee (the "Base Indenture" and together with the First Supplemental
Indenture thereto dated as of September 21, 2000 (the "First Supplemental
Indenture"), the "Indenture").

                                  WITNESSETH:

     WHEREAS, the Company, the Guarantor and the Trustee entered into the First
Supplemental Indenture to provide for the establishment of a new series of the
Company's Securities known as its Auction Rate Reset Senior Notes Series A (the
"Senior Notes");

     WHEREAS, MRM Capital Trust I, a statutory business trust organized under
the laws of the State of Delaware (the "Trust") purchased from the Company
certain of the Senior Notes pursuant to the Senior Note Purchase Agreement dated
as of September 21, 2000 between the Company and the Trust;

     WHEREAS, the parties hereto desire to amend and supplement the Indenture as
set forth herein;

     WHEREAS, the Base Indenture provides for the amendment of its terms and the
terms of any supplemental indenture, subject to satisfaction of certain
requirements, including the consent of all the holders of the Senior Notes;

     WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid instrument in accordance with its terms have been done;
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     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 Second Supplemental Indenture shall have the meanings assigned to them in
the First Supplemental Indenture.

     (b)    The definition of Trigger Event in Section 1.01 of the First
Supplemental Indenture is hereby superseded in its entirety by the following:

               "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.

     (c)  The following new definitions shall supplement those definitions set
forth in Section 1.01 of the First Supplemental Indenture:

               "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.

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

                    "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 other 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.  Cancellation by Trust.  Article 2 of the First Supplemental
Indenture is hereby supplemented by the addition of the following new Section
2.08:

                    SECTION 2.08. Cancellation by Trust. If all of the
               outstanding Preferred Securities and Common Securities are
               surrendered by the Holders thereof pursuant to Section 7.12 of
               the Amended and Restated Trust Agreement, as amended, the Trust

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               shall deliver the aggregate principal amount of the outstanding
               Senior Notes to the Trustee for cancellation. The Trustee shall
               promptly cancel all Senior Notes surrendered by the Trust for
               cancellation and shall dispose of all such canceled Senior Notes
               in accordance with its customary practices. Upon cancellation of
               all of the Senior Notes pursuant to this Section 2.08, the
               Indenture shall be deemed satisfied and discharged and shall
               cease to be of further effect, except as otherwise provided for
               in Article 4 of the Indenture.

     Section 1.03.  Remarketing Provisions.  (a) Sections 8.02(a) and (b) of the
First Supplemental Indenture are hereby superseded in their entirety by the
following:

                    SECTION 8.02. (a) Remarketing Procedures.(i) Subject to
               Section 8.04, upon and at any time after the occurrence of a
               Trigger Event or a Cross Default and if the Senior Notes have
               been distributed to the holders of the Trust Securities, the
               holders of a majority in principal amount of the Senior Notes
               (the "Requesting Holders") will have the right to require
               remarketing of the Senior Notes. 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
               receipt of such notice, the Remarketing Agent shall immediately
               deliver a written notice to the Company on behalf of the
               Requesting Holders (the "Remarketing Notice"). If the Requesting
               Holders exercise their right to require the remarketing of the
               Senior Notes, 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 Senior Notes
                    pursuant to Section 8.02(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 Senior
                    Notes in accordance with Section 8.02(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 Company 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,

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               on the Reset Date, the Remarketing Agent shall request Bids from
               the Reference Corporate Dealers. The Remarketing Agent shall
               disclose to Company 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 Company 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 Company 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 13 of 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 Senior Notes, the Company, the Guarantor and the
               Trust.

     Section 1.04.  Successful Remarketing.  Section 8.02(d) of the First
Supplemental Indenture shall be supplemented by the following:

               On the Remarketing Settlement Date following the settlement of
               the purchase and sale of the Senior Notes, the provisions of this
               Section 8.02 (other than Sections 8.02(i) and 8.02(j)) shall
               terminate and shall be of no further effect.

     Section 1.05.  Failed Remarketing. (a) Section 8.05 of the First
Supplemental Indenture is hereby superseded in its entirety by the following:

                    SECTION 8.05. Failed Remarketing. The Remarketing Agent
               shall give notice of any Failed Remarketing on or after the date
               such Failed Remarketing occurs to the Company, the Trustee and
               the Paying Agent.

     Section 1.06.  Interest Rate. Each reference to "150 basis points" in the
First Supplemental Indenture and in each of the Exhibits thereto is hereby
superseded by a reference to "566 basis points". Such amended Interest Rate
shall be effective on and as of April 1, 2001. Upon surrender of any
certificates representing Senior Notes, replacement certificates representing
such Senior Notes

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and reflecting this Amendment shall be executed by the Company, with the
Guarantee endorsed thereon executed by the Guarantor, and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver such Senior Notes to the holders of the Senior Notes in accordance with
the Base Indenture.

                                   Article 2
                                   COVENANTS

     Section 2.01.  Additional Guarantors. If any Mutual Party incurs any direct
obligation, or guarantees the obligations of any other Person, with respect to
any XL Securities, the Company and the Guarantor will immediately notify the
Remarketing Agent and the Trustee thereof and will cause such Mutual Party to
fully and unconditionally guarantee all the Company's obligations under the Base
Indenture, as supplemented by the First Supplemental Indenture and the Second
Supplemental Indenture, and to become subject to the provisions of Article XIV
of the Base Indenture and such Mutual Party shall be deemed to be a "Guarantor"
for purposes thereof as supplemented by the First Supplemental Indenture and
this Second Supplemental Indenture.

     Section 2.02.  Limitation on Liens. If any Mutual Party creates, assumes,
incurs, or otherwise permits to exist any Lien on any property now owned or
hereafter acquired, which such Lien secures any obligations of any Mutual Party
under any XL Securities or any guarantee thereof (other than the segregation of
proceeds into a collateral account for the payment of interest on the XL
Securities pursuant to the section entitled "Use of Proceeds" of Annex A to
Amendment No. 1), the Company and the Guarantor will immediately notify the
Remarketing Agent and the Trustee thereof and will cause such Mutual Party to
secure any obligations of any Mutual Party under the Senior Notes and any
guarantee thereof by such Mutual Party equally and ratably with such XL
Securities or such guarantee thereof.

     Section 2.03.  Limitation on Senior Debt. No Mutual Party will create,
incur, assume or permit to exist any Debt, other than the XL Securities or any
guarantee thereof, not outstanding on the date hereof that ranks pari passu with
or senior to the Senior Notes in right of payment. For purposes hereof, "Debt"
shall mean, with respect to any Mutual Party at any date and without
duplication: (a) all liabilities, obligations and indebtedness for borrowed
money, including but not limited to obligations evidenced by bonds, debentures,
notes or other similar instruments of any such Person, (b) all obligations to
pay the deferred purchase price of property or services of any such Person
(other than trade payables due

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from such Person and arising in the ordinary course of business for not more
than 90 days not subject to (a) above), (c) all obligations of such Person under
a lease that are required to be capitalized and accounted for as capital lease
obligations under GAAP, (d) all Debt of any other Person secured by a Lien on
any asset of any such Person, (e) all obligations, contingent or otherwise, of
any such Person relating to the face amount of letters of credit, whether or not
drawn, and banker's acceptances issued for the account of any such Person, but
excluding any obligation relating to an undrawn letter of credit if the undrawn
letter of credit is issued in connection with a liability for which a reserve
has been established by such Person in accordance with GAAP, (f) all obligations
incurred by any such Person pursuant to any interest rate protection agreements
and/or other types of hedging agreements which are due and payable and (g) all
contingent obligations of any such Person with respect to Debt referred to in
clauses (a) through (f) of this definition. For purposes hereof, "GAAP" shall
mean generally accepted accounting principles as in effect from time to time in
the United States.

                                   ARTICLE 3
                                 Miscellaneous

     Section 3.01.  Conditions. On or prior to the date hereof, the Trustee
shall have received (a) a resolution from the board of directors of each of the
Company and the Guarantor pursuant to Section 9.2 of the Base Indenture that
such Second Supplemental Indenture has been authorized by such board, (b) an
Officers' Certificate from each of the Company and the Guarantor pursuant to
Section 1.2 of the Base Indenture and (c) an Opinion of Counsel pursuant to
Sections 1.2 and 9.3 of the Base Indenture.

     Section 3.02.  Ratification of Base Indenture and First Supplemental
Indenture; Second Supplemental Indenture Controls. The Base Indenture and the
First Supplemental Indenture, as supplemented by this Second Supplemental
Indenture, are in all respects ratified and confirmed, and this Second
Supplemental Indenture shall be deemed part of the Base Indenture and the First
Supplemental Indenture in the manner and to the extent herein and therein
provided. The provisions of this Second Supplemental Indenture shall supersede
the provisions of the Base Indenture and the First Supplemental Indenture to the
extent the Base Indenture or the First Supplemental Indenture is inconsistent
herewith.

     Section 3.03.  Governing Law. This Second Supplemental Indenture and the
rights of the parties hereunder shall be governed by and construed in accordance
with the laws of the State of New York and all rights and remedies

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shall be governed by such laws, without reference to the choice of laws rules
thereof.

     Section 3.04.  Severability. If any provision in this Second Supplemental
Indenture 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.

     Section 3.05.  Counterparts. The parties may sign any number of copies of
this Second Supplemental Indenture. 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 Second Supplemental Indenture.

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     IN WITNESS WHEREOF, the undersigned have caused this Second Supplemental
Indenture to be executed as of the date first above written.


                                   MUTUAL GROUP LTD.


                                   By: /s/ Elizabeth B. Price
                                      ____________________________
                                   Name:   Elizabeth B. Price
                                   Title:  Assistant Secretary


                                   MUTUAL RISK MANAGEMENT
                                   LTD., as Guarantor


                                   By: /s/ Elizabeth B. Price
                                      ____________________________
                                   Name:   Elizabeth B. Price
                                   Title:  Secretary


                                   THE CHASE MANHATTAN
                                   BANK, as Trustee

                                   By: /s/ Sheik Wiltshire
                                      ____________________________
                                   Name:  Sheik Wiltshire
                                   Title: Assistant Vice President
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Consented to:

THE CHASE MANHATTAN BANK,
     not in its individual capacity but solely
     as Property Trustee of the Trust and
     holder of the Senior Notes


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