================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------

                                    FORM 10-Q

                                    --------

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2003.

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934

      For the transition period from ______________ to _________________

                         Commission file number 1-16089

                               TRENWICK GROUP LTD.
             (Exact name of registrant as specified in its charter)

                                  -------------
         BERMUDA                                             98-0232340
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)


                     CONTINENTAL BUILDING, 25 CHURCH STREET
                             HAMILTON HM12, BERMUDA
               (Address of principal executive offices) (zip code)

                                  ------------

Registrant's telephone number, including area code: 441-292-4985

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes |_| No |X|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

                                                          Shares Outstanding
Description of Class                                      as of May 14, 2003
------------------------------                         -------------------------
Common Shares - $.10 par value                               36,772,854

<PAGE>

<TABLE>
<CAPTION>

                               TRENWICK GROUP LTD.
                               INDEX TO FORM 10-Q

                         PART I - FINANCIAL INFORMATION

                                                                                              PAGE
                                                                                              ----
<S>                                                                                          <C>
ITEM 1.  Unaudited Consolidated Financial Statements
         Consolidated Balance Sheet
         March 31, 2003 and December 31, 2002 ............................................     1

         Consolidated Statement of Operations and Comprehensive Income
         Three Months ended March 31, 2003 and 2002 ......................................     2

         Consolidated Statement of Cash Flows
         Three Months ended March 31, 2003 and 2002 ......................................     3

         Consolidated Statement of Changes in Common Shareholders' Equity Three Months
         ended March 31, 2003 and 2002 ...................................................     4

         Notes to Unaudited Consolidated Financial Statements ............................     5


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of
         Operations ......................................................................     12

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk.......................     33

ITEM 4.  Controls and Procedures .........................................................     33

                                         PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings ...............................................................     34

ITEM 2.  Changes in Securities and Use of Proceeds .......................................     34

ITEM 3.  Defaults Upon Senior Securities .................................................     34

ITEM 4.  Submission of Matters to a Vote of Security Holders .............................     34

ITEM 5.  Other Information ...............................................................     34

ITEM 6.  Exhibits and Reports on Form 8-K ................................................     34

Signatures ...............................................................................     38

</TABLE>

<PAGE>

                               Trenwick Group Ltd.
                           Consolidated Balance Sheet
(Amounts  expressed in  thousands  of dollars,  except share and per share data)
                      March 31, 2003 and December 31, 2002

<TABLE>
<CAPTION>
                                                            (Unaudited)
                                                                2003          2002
                                                           ------------   ------------
<S>                                                        <C>            <C>
ASSETS
Debt securities available for sale, at fair value          $ 1,693,533    $ 1,492,834
Equity securities at fair value                                  8,821          8,849
Cash and cash equivalents                                      568,207        814,235
Accrued investment income                                       25,079         19,223
Premiums receivable                                            470,737        519,866
Reinsurance recoverable balances, net                        1,828,055      1,803,011
Prepaid reinsurance premiums                                   219,776        262,802
Deferred policy acquisition costs                              117,310        127,200
Security deposit held by Chubb                                  50,482         50,207
Other assets                                                   152,660        179,755
                                                           -----------    -----------
Total assets                                               $ 5,134,660    $ 5,277,982
                                                           ===========    ===========

LIABILITIES
Unpaid claims and claims expenses                          $ 3,687,552    $ 3,718,124
Unearned premium income                                        645,231        721,624
Reinsurance balances payable                                   299,123        374,397
Indebtedness                                                    76,753         76,498
Other liabilities                                              162,074        126,549
                                                           -----------    -----------
Total liabilities                                            4,870,733      5,017,192
                                                           -----------    -----------

MINORITY INTEREST
Mandatorily redeemable preferred capital securities
  of subsidiary trust holding solely junior subordinated
  debentures of U.S. subsidiary                                 68,334         68,320
Minority interest in preferred shares of
  Bermuda subsidiary                                            75,000         75,000
                                                           -----------    -----------
Total minority interest                                        143,334        143,320
                                                           -----------    -----------

CONVERTIBLE PREFERRED STOCK                                     40,000         40,000
                                                           -----------    -----------

COMMON SHAREHOLDERS' EQUITY
Common shares, $0.10 par value, 36,786,842 and
   36,801,545 shares issued and outstanding                      3,679          3,680
Additional paid in capital                                     575,276        576,567
Deferred compensation under share award plans                   (1,563)        (2,615)
Retained earnings (accumulated deficit)                       (492,969)      (492,343)
Accumulated other comprehensive income (loss)                   (3,830)        (7,819)
                                                           -----------    -----------
Total common shareholders' equity                               80,593         77,470
                                                           -----------    -----------
Total liabilities, minority interest and common
   shareholders' equity                                    $ 5,134,660    $ 5,277,982
                                                           ===========    ===========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       1
<PAGE>

                               Trenwick Group Ltd.
    Consolidated Statement of Operations and Comprehensive Income (Unaudited)
       (Amounts expressed in thousands of dollars, except per share data)
                   Three Months Ended March 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                    2003              2002
                                                                 ---------         ----------
<S>                                                              <C>               <C>
REVENUES
Net premiums earned                                              $ 221,505         $ 266,024
Net investment income                                               19,638            29,255
Net realized investment gains                                          373             1,457
Other income (expense)                                              (2,033)            2,602
                                                                 ---------         ---------
Total revenues                                                     239,483           299,338
                                                                 ---------         ---------
EXPENSES
Claims and claims expenses incurred                                137,580           207,577
Policy acquisition costs                                            62,429            73,072
Underwriting expenses                                               23,994            23,007
General and administrative expenses                                  3,738             3,318
Interest expense and subsidiary preferred share dividends           11,766             9,936
Foreign currency losses (gains)                                      1,367              (678)
                                                                 ---------         ---------
Total expenses                                                     240,874           316,232
                                                                 ---------         ---------
Income (loss) before income taxes and cumulative effect
  of change in accounting principles                                (1,391)          (16,894)
Applicable income taxes (benefit)                                   (1,840)           (3,984)
                                                                 ---------         ---------

Net income (loss) before cumulative effect
  of change in accounting principles                                   449           (12,910)
Cumulative effect of change in accounting principle                   --             (41,653)
                                                                 ---------         ---------
Net income (loss)                                                      449           (54,563)

Dividends on convertible preferred stock                             1,072              --
                                                                 ---------         ---------
Net loss available to common shareholders                        $    (623)        $ (54,563)
                                                                 =========         =========
EARNINGS PER SHARE:
Basic and diluted loss per common share before cumulative
  effect of change in accounting principles                      $   (0.02)        $   (0.35)
Cumulative effect of change in accounting principles                  --               (1.13)
                                                                 ---------         ---------
Basic and diluted loss per common share                          $   (0.02)        $   (1.48)
                                                                 =========         =========
COMPREHENSIVE INCOME (LOSS):
Net income (loss)                                                $     449         $ (54,563)
                                                                 ---------         ---------
Other comprehensive income (loss):
  Net unrealized investment gains (losses)                           4,844           (12,755)
  Foreign currency translation adjustments                            (855)            1,113
                                                                 ---------         ---------
  Total other comprehensive income (loss)                            3,989           (11,642)
                                                                 ---------         ---------
Comprehensive income (loss)                                      $   4,438         $ (66,205)
                                                                 =========         =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       2
<PAGE>

                               Trenwick Group Ltd.
                Consolidated Statement of Cash Flows (Unaudited)
            (Amounts expressed in thousands of United States dollars)
                   Three Months Ended March 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                              2003              2002
                                                           ----------        ----------
<S>                                                        <C>               <C>
OPERATING ACTIVITIES
Premiums collected, net of acquisition costs               $ 249,623         $ 301,235
Ceded premiums paid, net of acquisition costs               (104,348)         (188,222)
Claims and claims expenses paid                             (233,915)         (175,924)
Claims and claims expenses recovered                          28,285           145,232
Underwriting expenses paid                                   (38,907)          (31,036)
Net investment income received                                24,323            33,952
Service and other income received, net of expenses            10,047             2,570
General and administrative expenses paid                      (5,281)           (4,139)
Interest expense and preferred share dividends paid             (612)           (7,075)
Income taxes recovered                                           882                60
                                                           ---------         ---------
Cash (for) from operating activities                         (69,903)           76,653
                                                           ---------         ---------
INVESTING ACTIVITIES
Purchases of debt securities                                (359,982)         (338,066)
Sales of debt securities                                     114,714           208,495
Maturities of debt securities                                 73,667            96,125
Effect on cash of exchange rate translation                   (4,001)           (3,261)
Additions to premises and equipment                              (85)           (3,250)
                                                           ---------         ---------
Cash for investing activities                               (175,687)          (39,957)
                                                           ---------         ---------
FINANCING ACTIVITIES
Repayment of indebtedness                                       --              (1,452)
Indebtedness issuance costs paid                                (493)              (88)
Issuance of common shares                                         55                57
Common share dividends paid                                     --              (1,471)
Share and option repurchases                                    --                (161)
                                                           ---------         ---------
Cash for financing activities                                   (438)           (3,115)
                                                           ---------         ---------
Change in cash and cash equivalents                         (246,028)           33,581
Cash and cash equivalents, beginning of period               814,235           331,350
                                                           ---------         ---------
Cash and cash equivalents, end of period                   $ 568,207         $ 364,931
                                                           =========         =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       3
<PAGE>

                               Trenwick Group Ltd.
                   Consolidated Statement of Changes in Common
                        Shareholders' Equity (Unaudited)
   (Amounts expressed in thousands of United States dollars except share data)
                   Three Months Ended March 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                            2003            2002
                                                                        ---------         ---------
<S>                                                                     <C>               <C>
Common shareholders' equity, beginning of period                        $  77,470         $ 498,326

COMMON SHARES AND ADDITIONAL PAID IN CAPITAL
  Issuance of 63,881 and 6,443 common shares for cash
  under employee and director plans                                             6                57
Purchase and retirement of 2,526 and 18,646 common shares                      (1)             (161)
Cancellation of 76,058 and 25,342 restricted common share awards           (1,298)             (468)

DEFERRED COMPENSATION UNDER SHARE AWARD PLAN
Compensation expense recognized                                              (248)              280
Cancellation of shares                                                      1,298               468

RETAINED EARNINGS
Net income (loss)                                                             449           (54,563)
Dividends on convertible preferred stock                                   (1,072)
Common share dividends, $0.04 per share                                      --              (1,471)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss)                                           3,989           (11,642)
                                                                        ---------         ---------
Common shareholders' equity, end of period                              $  80,593         $ 430,826
                                                                        =========         =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       4
<PAGE>

                               TRENWICK GROUP LTD.
              Notes to Unaudited Consolidated Financial Statements
(Amounts expressed in thousands of United States dollars except per share data)
                   Three Months Ended March 31, 2003 and 2002

Note 1            Organization
Organization      Trenwick Group Ltd. ("Trenwick") is a Bermuda-based specialty
and Basis         insurance and reinsurance holding company with subsidiaries
of Presentation   located in the United States and the United Kingdom, including
                  four runoff operations. Trenwick's operations at Lloyd's of
                  London ("Lloyd's") underwrite specialty property and casualty
                  insurance as well as treaty and facultative property and
                  casualty reinsurance on a worldwide basis.

                  In 2002, Trenwick conducted several strategic reviews of its
                  operations in light of its capital constraints and determined
                  that it was necessary for Trenwick to reduce its operating
                  leverage by reducing premium volumes to a level more
                  commensurate with its capital base and to concentrate its
                  limited financial resources on its core franchises and
                  businesses, its United States treaty reinsurance business and
                  its Lloyd's operations, where it would be able to write
                  insurance and reinsurance based on direct or indirect
                  financial support. As a result, Trenwick voluntarily placed
                  into runoff its United States specialty program business
                  formerly operated through its subsidiary, Canterbury Financial
                  Group, Inc., effective October 30, 2002, and its London-based
                  specialty insurance and reinsurance company, Trenwick
                  International Limited ("Trenwick International"), effective
                  November 29, 2002. Additionally, in light of the increasing
                  capital requirements imposed by the market on catastrophe
                  insurance providers, Trenwick sold the in-force property
                  catastrophe reinsurance business of its Bermuda subsidiary,
                  LaSalle Re Limited ("LaSalle Re"), to Endurance Specialty
                  Insurance, Ltd. ("Endurance"). Little or no new insurance or
                  reinsurance is presently being offered in these runoff
                  operations.

                  Trenwick's United States treaty reinsurance business, formerly
                  written through its subsidiary, Trenwick America Reinsurance
                  Corporation ("Trenwick America Re"), has been limited since
                  November 2002 to providing, through an underwriting facility
                  with Chubb Re, Inc. and its affiliate Federal Insurance
                  Company (together, "Chubb"), treaty reinsurance to insurers of
                  property and casualty risks. Since inception in November 2002,
                  Trenwick underwrote approximately $128 million of reinsurance
                  under the facility. Trenwick announced on April 15, 2003 that
                  it would cease underwriting reinsurance business under the
                  Chubb facility. Trenwick will continue to be entitled to the
                  economic benefits of existing business under the facility,
                  subject to the terms and conditions of the facility.
                  Trenwick's ability to write reinsurance business under the
                  facility was severely constrained by its financial condition
                  and concerns arising with respect to its ongoing stability. As
                  a result, Trenwick ceased underwriting activities under the
                  facility in order to reduce Trenwick's costs. The effect of
                  this cessation is that Trenwick America Re is now in runoff.
                  Trenwick will continue to service and pay claims for all
                  business previously written through Trenwick America Re
                  outside of the Chubb facility and will jointly adjust and
                  settle with Chubb any claims arising under the business
                  written under the Chubb facility, subject to Chubb's final
                  authority.

                  Trenwick announced on May 9, 2003 that its Board of Directors
                  has authorized the senior management of its Lloyd's of London
                  business, Trenwick Managing Agents Limited ("TMA"), to seek
                  alternative sources of capital to replace Trenwick's ownership
                  of TMA and the current capacity provided by Trenwick and its
                  subsidiaries


                                       5
<PAGE>

                  on composite Syndicate 839 and life Syndicate 44 from industry
                  partners, private equity and other financial sources.

                  Basis of Presentation

                  The interim financial statements include the accounts of
                  Trenwick and its subsidiaries after elimination of significant
                  intercompany accounts and transactions. Certain items in prior
                  financial statements have been reclassified to conform to the
                  current presentation.

                  These interim financial statements have been prepared in
                  conformity with accounting principles that are generally
                  accepted in the United States of America, sometimes referred
                  to as U.S. GAAP. To prepare these interim financial
                  statements, management is required to make estimates and
                  assumptions that affect the reported amounts of assets and
                  liabilities and disclosure of contingent assets and
                  liabilities at the date of the financial statements, as well
                  as the reported amounts of revenues and expenses during the
                  reporting periods. Actual amounts may differ from these
                  estimates.

                  The interim financial statements are unaudited; however, in
                  the opinion of management, the interim financial statements
                  include all adjustments, consisting only of normal recurring
                  adjustments, necessary for a fair statement of the results for
                  interim periods. These interim statements should be read in
                  conjunction with the audited financial statements and related
                  notes included in the Annual Report on Form 10-K of Trenwick
                  for the year ended December 31, 2002.

Note 2            During the first quarter of 2003, Trenwick amended the basis
Segment           in which operating segments are determined. This change
Information       followed strategic reviews of Trenwick's operations which
                  resulted in the decision to place four of its operations into
                  voluntary runoff. As a result, the operations of Trenwick and
                  its subsidiaries will now be managed on a legal entity basis
                  combined by region, rather than an operating platform basis,
                  in order to ensure the runoff of these operations is conducted
                  in a manner which will maximize the economic value of these
                  entities.

                  The results of Trenwick's specialty insurance and reinsurance
                  business is reported in the following three business segments:

                  o     Lloyd's operations, written principally through five
                        corporate members of Lloyd's and managed by Trenwick's
                        United Kingdom subsidiary, Trenwick Managing Agents
                        Limited ("TMA");

                  o     North American runoff, which consists of treaty
                        reinsurance formerly written on United States property
                        and casualty risks through Trenwick America Re as well
                        as the results of the Chubb underwriting facility.
                        Additionally, this segment includes the runoff of United
                        States specialty program insurance formerly written by
                        The Insurance Corporation of New York ("INSCORP") and
                        its subsidiary Dakota Specialty Insurance Company
                        ("Dakota). Lastly, this segment includes property
                        catastrophe reinsurance written on a worldwide basis by
                        LaSalle Re until it ceased underwriting effective April
                        1, 2002 when it sold its in-force business to Endurance,
                        effected through a 100% quota share reinsurance
                        agreement; and


                                       6
<PAGE>
                        o     United Kingdom runoff, which consists of
                              international specialty insurance and reinsurance
                              written through Trenwick International, which
                              ceased underwriting substantially all new business
                              effective November 29, 2002. Subsequent to March
                              31, 2003, Trenwick entered into a letter of intent
                              with Castlewood Holdings Limited and Litigation
                              Control Group Limited for the sale of Trenwick
                              International. The sale of Trenwick International
                              is subject to the execution of definitive
                              documentation, completion of due diligence and the
                              approval of the Financial Services Authority in
                              the United Kingdom.

                  The following tables present business segment financial
                  information for Trenwick at March 31, 2003 and December 31,
                  2002 and for the three months ended March 31, 2003 and 2002:

<TABLE>
<CAPTION>

                                                      2003                2002
                                                  -----------         -----------
<S>                                               <C>                 <C>
Total assets:
Lloyd's operations                                $ 2,112,697         $ 2,135,908
North American runoff                               2,464,064           2,538,326
United Kingdom runoff                                 524,392             568,447
Unallocated                                            33,507              35,301

                                                  -----------         -----------
Total assets                                      $ 5,134,660         $ 5,277,982
                                                  ===========         ===========


                                                     2003                2002
                                                  -----------         -----------
Total revenues:
Lloyd's operations                                $    84,256         $    98,178
North American runoff                                 129,885             152,504
United Kingdom runoff                                  25,592              48,529
Unallocated                                              (250)                127
                                                  -----------         -----------
Total revenues                                    $   239,483         $   299,338
                                                  ===========         ===========


                                                      2003                2002
                                                  -----------         -----------
Net income (loss) before cumulative effect
   of change in accounting principles:
Lloyd's operations                                $     1,841         $    (2,226)
North American runoff                                   3,998               3,638
United Kingdom runoff                                     658              (7,010)
Unallocated interest expense and
  subsidiary preferred share dividends                 (3,921)             (6,621)
Other unallocated and change in
  accounting principle                                 (2,127)            (42,344)
                                                  -----------         -----------
Net income (loss)                                 $       449         $   (54,563)
                                                  ===========         ===========
</TABLE>

 Transactions between operating segments have been eliminated in consolidation.

Note 3            Trenwick's senior notes, in an outstanding principal amount of
Amendment to      $75,000, were initially due April 1, 2003, and pursuant to an
Senior Notes      amendment are now due August 1, 2003. In connection with the
                  amendment to extend the maturity date, Trenwick paid interest
                  accrued through April 1, 2003 in the aggregate amount of
                  $2,512 on April 9, 2003. Trenwick is engaged in continuing
                  discussions with holders of the senior notes with respect to a
                  possible restructuring of the senior notes. Trenwick's
                  agreements entered


                                       7
<PAGE>


                  into in connection with the renewal of its letter of credit
                  facility in December 2002 together with subsequent amendments
                  provided that Trenwick would replace, refinance or restructure
                  the senior notes by July 15, 2003. Trenwick does not have
                  sufficient available liquidity to pay the amount due on August
                  1, 2003 and is uncertain whether it will be able to complete
                  the restructuring by that date if at all.

Note 4            During the period since December 31, 2002, Trenwick and the
Amendment to      various lending institutions (the "Banks") extending the
Credit Facility   letter of credit facility to support Trenwick's operations at
                  Lloyd's have entered into additional amendments and numerous
                  waivers. These amendments and waivers provide for, among other
                  things, waivers of potential covenant defaults, reductions in
                  certain financial covenants, additional financial reporting,
                  approval of certain employee and other payments, and extension
                  of numerous deadlines imposed under previous amendments,
                  including that to replace, refinance, or restructure
                  Trenwick's senior notes by March 1, 2003.

Note 5            The components of premiums written and earned for the three
Underwriting      months ended March 31, 2003 and 2002 are as follows:
Activities

                                                     2003              2002
                                                  ---------         ---------
                  Assumed premiums written        $  84,052         $ 310,357
                  Direct premiums written           173,739           155,214
                                                  ---------         ---------
                  Gross premiums written            257,791           465,571
                  Ceded premiums written            (65,449)         (148,421)
                                                  ---------         ---------
                  Net premiums written            $ 192,342         $ 317,150
                                                  =========         =========

                  Assumed premiums earned         $ 116,066         $ 227,680
                  Direct premiums earned            219,676           165,748
                                                  ---------         ---------
                  Gross premiums earned             335,742           393,428
                  Ceded premiums earned            (114,237)         (127,404)
                                                  ---------         ---------
                  Net premiums earned             $ 221,505         $ 266,024
                                                  =========         =========

Note 6            Effective January 1, 2002, Trenwick adopted a new Financial
Accounting        Accounting Standards Board statement which amended the
Standards         accounting for goodwill and other intangible assets. This new
                  statement suspended systematic goodwill amortization and its
                  implementation resulted in Trenwick's Bermuda holding company,
                  LaSalle Re Holdings Limited, creating negative goodwill of
                  $11,586 to operations as of January 1, 2002 as a cumulative
                  effect of an accounting change. The statement also required
                  that the remaining goodwill balance of $53,239 at December 31,
                  2001 be tested for impairment under either market value or
                  cash flow tests. The market value test was performed using the
                  Income Forecast Model, which uses discounted cash flows. Cash
                  flow tests were also performed, and as a result of the tests
                  performed, it was determined that the goodwill was impaired
                  and the entire remaining goodwill balance was charged to
                  operations as of January 1, 2002 as a cumulative effect of an
                  accounting change.


                                       8
<PAGE>


Note 7            The following table sets forth the computation of basic and
Earnings          diluted earnings per share for the three months ended March
Per Share         31, 2003 and 2002:

<TABLE>
<CAPTION>

                                                                  2003           2002
                                                               ----------     ----------
<S>                                                            <C>            <C>
Net loss available to common shareholders - basic and diluted       $(623)      $(54,563)
                                                               ==========     ==========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Weighted average shares outstanding - basic and diluted        36,756,966     36,815,374
                                                               ==========     ==========

Basic and diluted loss per common share                            $(0.02)        $(1.48)
                                                               ==========     ==========
</TABLE>

                  For the three months ended March 31, 2003 and 2002, 1,130,339
                  and 3,406,880, respectively, aggregate share options and
                  warrants were excluded from the computation of diluted
                  earnings per share because their effect would have been
                  antidilutive on the calculation for the respective periods.

                  Trenwick has several plans through which it makes options in
                  common shares available to employees at the discretion of its
                  board of directors. Non-employee directors receive automatic
                  grants under a separate plan. Exercise prices are generally
                  fixed at the market value at the date of grant. Options vest
                  and are exercisable on various terms, usually either over a
                  five year period or up to a ten year period. All options have
                  an expiration date not exceeding ten years. Transactions under
                  the share option plans during the periods presented were as
                  follows:


                                                            March 31
                                                  ---------------------------
                                                    2003              2002
                                                  ---------       -----------
Number of shares:
Options outstanding, beginning of period          1,847,429         3,385,379
Options canceled                                   (717,090)         (131,762)
                                                  ---------       -----------
Options outstanding, end of period                1,130,339         3,253,617
                                                  =========       ===========
Options exercisable, end of period                  782,605         2,364,648
                                                  =========       ===========


Range of exercise price:
Options outstanding, end of period                 $1 - $40         $13 - $41
Options exercisable, end of period                $13 - $40         $13 - $41
                                                  =========       ===========

Weighted average exercise price:
Options outstanding, end of period                  $ 20.58          $  25.49
Options exercisable, end of period                  $ 28.60          $  28.38
                                                  =========       ===========


                                       9
<PAGE>


                  Further details on options outstanding and exercisable at
                  March 31, 2003 follow:
<TABLE>
<CAPTION>

                                                                                     Options currently
                                          Options outstanding                           exercisable
                            ------------------------------------------------    -----------------------------
                                                                Weighted
                                                                 Average
                              Weighted                          Remaining         Weighted
                              Average                          Contractual        Average
                              Exercise          Number           Life in          Exercise         Number
Exercise price range           Price          of Options          Years            Price         of Options
------------------------    -------------    -------------    --------------    -------------    ------------
<S>                         <C>               <C>               <C>               <C>              <C>
Under $10.00                 $  1.06             315,988             10             $   --               --
$10.01-$25.00                $ 18.77             237,459              6             $19.03          205,713
$25.01 and over              $ 32.02             576,892              4             $32.02          576,892
                                               ---------                                            -------
                             $ 20.58           1,130,339              6             $28.60          782,605
                                               =========                                            =======
</TABLE>

                  The current accounting standard establishes a fair value based
                  method of accounting for stock-based compensation plans;
                  however, it permits an entity to continue to apply the
                  accounting provisions of a previous standard and make pro
                  forma disclosures of net income and earnings per share as if
                  the fair market value based method had been applied. Trenwick
                  continues to account for the share option grants in accordance
                  with the previous standard; the pro forma disclosures required
                  by the fair value based method are presented below.

                  All of the outstanding share options were issued at an
                  exercise price equal to fair market value on the date of
                  grant; therefore no compensation expense has been recognized
                  for these grants. Had the fair value based method described
                  above been applied, net income (loss) available to common
                  shareholders and net income (loss) per common share for the
                  three months ended March 31, 2003 and 2002, respectively,
                  would have been the pro forma amounts shown below:

<TABLE>
<CAPTION>

                                                                            2003             2002
                                                                         ---------        ----------
<S>                                                                      <C>              <C>
                  Net loss available to common shareholders:
                    As reported                                           $  (623)        $ (54,563)
                    Pro forma                                             $  (661)        $ (54,802)

                  Basic and diluted loss per common share:
                    As reported                                           $ (0.02)        $   (1.48)
                    Pro forma                                             $ (0.02)        $   (1.49)
</TABLE>

                  The pro forma adjustments relating to options granted from
                  1995 to 2002 are based on a fair value method using the
                  Black-Scholes option pricing model; no effect has been given
                  to options granted prior to 1995 and no options were granted
                  in 2003. Valuation and related assumption information for
                  options granted in 2002 are as follows:

                  Expected volatility            53.0%
                  Risk-free interest rate         4.0%
                  Common share dividend yield     1.2%

                  The Black-Scholes option valuation model was developed for use
                  in estimating the fair value of options which have no vesting
                  restrictions and are fully transferable. In addition, option
                  valuation models require the input of highly subjective
                  assumptions including the expected share price volatility.
                  Because Trenwick's share options have characteristics
                  significantly different from those of traded options, and
                  because changes in the subjective input assumptions can


                                       10
<PAGE>

                  materially affect the fair value estimate, in Trenwick's
                  opinion the existing models do not necessarily provide a
                  reliable measure of the fair value of its share options.

Note 8            On May 5, 2003, INSCORP entered into a "letter of
Insurance         understanding" with the New York Insurance Department pursuant
Regulation        to which INSCORP agreed that it would not take any of the
                  following actions without the prior written approval of the
                  Department:

                  o     Withdraw funds from its bank accounts, or make
                        disbursements or payments outside of the ordinary course
                        of business in amounts exceeding 3% of its aggregate
                        cash and investments.

                  o     Incur any debt obligation or liability for borrowed
                        money not related directly to the ordinary course of
                        business.

                  o     Settle any inter-company balances or pay any dividends.

                  o     Enter into any new material reinsurance agreement or
                        modify in any material respect any existing material
                        reinsurance agreement other than customary renewals.

                  o     Add new members to its board of directors other than
                        current senior executive officers of INSCORP or its
                        affiliates without notification to the department.

                  o     Change the compensation terms for directors, officers or
                        employees.

                  o     Pledge or assign any of its assets to secure
                        indebtedness for borrowed money.

                  Senior management of Trenwick has also agreed to meet with the
                  New York Insurance Department, in person or by conference
                  call, with such frequency as may be deemed necessary by the
                  Department to provide updates on the status of Trenwick and
                  any changes in the status of INSCORP. INSCORP is also required
                  to provide to the New York Insurance Department a monthly
                  financial statement consisting of a balance sheet and income
                  statement within 45 days following the end of such month. The
                  above described terms will remain in effect until such time as
                  the New York Insurance Department provides INSCORP written
                  notice of its release or the agreement is superceded by
                  administrative or court order.


                                       11
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion highlights material factors affecting Trenwick Group
Ltd.'s results of operations for the three months ended March 31, 2003 and 2002.
This discussion and analysis should be read in conjunction with the unaudited
interim financial statements and notes thereto of Trenwick contained in this
filing as well as in conjunction with the audited financial statements and
related notes included in the Annual Report on Form 10-K of Trenwick for the
year ended December 31, 2002.

Overview

Trenwick Group Ltd. ("Trenwick") is a Bermuda-based specialty insurance and
reinsurance holding company with subsidiaries located in the United States and
the United Kingdom, including four runoff operations. Trenwick's operations at
Lloyd's of London ("Lloyd's") underwrite specialty property and casualty
insurance as well as treaty and facultative property and casualty reinsurance on
a worldwide basis.

In 2002, Trenwick conducted several strategic reviews of its operations in light
of its capital constraints and determined that it was necessary for Trenwick to
reduce its operating leverage by reducing premium volumes to a level more
commensurate with its capital base and to concentrate its limited financial
resources on its core franchises and businesses, its United States treaty
reinsurance business and its Lloyd's operations, where it would be able to write
insurance and reinsurance based on direct or indirect financial support. As a
result, Trenwick voluntarily placed into runoff its United States specialty
program business formerly operated through its subsidiary, Canterbury Financial
Group, Inc., effective October 30, 2002, and its London-based specialty
insurance and reinsurance company, Trenwick International Limited ("Trenwick
International"), effective November 29, 2002. Additionally, in light of the
increasing capital requirements imposed by the market on catastrophe insurance
providers, Trenwick sold the in-force property catastrophe reinsurance business
of its Bermuda subsidiary, LaSalle Re Limited ("LaSalle Re"), to Endurance
Specialty Insurance, Ltd. ("Endurance"). Little or no new insurance or
reinsurance is presently being offered in these runoff operations.

Trenwick's United States treaty reinsurance business, formerly written through
its subsidiary, Trenwick America Reinsurance Corporation ("Trenwick America
Re"), has been limited since November 2002 to providing, through an underwriting
facility with Chubb Re, Inc. and its affiliate Federal Insurance Company
(together, "Chubb"), treaty reinsurance to insurers of property and casualty
risks. Since inception in November 2002, Trenwick underwrote approximately $128
million of reinsurance under the facility. Trenwick announced on April 15, 2003
that it would cease underwriting reinsurance business under the Chubb facility.
Trenwick will continue to be entitled to the economic benefits of existing
business under the facility, subject to the terms and conditions of the
facility. Trenwick's ability to write reinsurance business under the facility
was severely constrained by its financial condition and concerns arising with
respect to its ongoing stability. As a result, Trenwick ceased underwriting
activities under the facility in order to reduce Trenwick's costs. The effect of
this cessation is that Trenwick America Re is now in runoff. Trenwick will
continue to service and pay claims for all business previously written through
Trenwick America Re outside of the Chubb facility and will jointly adjust and
settle with Chubb any claims arising under the business written under the Chubb
facility, subject to Chubb's final authority.


                                       12
<PAGE>


Trenwick announced on May 9, 2003 that its Board of Directors has authorized the
senior management of its Lloyd's of London business, Trenwick Managing Agents
Limited ("TMA"), to seek alternative sources of capital to replace Trenwick's
ownership of TMA and the current capacity provided by Trenwick and its
subsidiaries on composite Syndicate 839 and life Syndicate 44 from industry
partners, private equity and other financial sources.

During the first quarter of 2003, Trenwick amended the basis in which operating
segments are determined. This change followed strategic reviews of Trenwick's
operations which resulted in the decision to place four of its operations into
voluntary runoff. As a result, the operations of Trenwick and its subsidiaries
will now be managed on a legal entity basis combined by region, rather than an
operating platform basis, in order to ensure the runoff of these operations is
conducted in a manner which will maximize the economic value of these entities.

      The results of Trenwick's specialty insurance and reinsurance business is
      reported in the following three business segments:

      o     Lloyd's operations, written principally through five corporate
            members of Lloyd's and managed by TMA;

      o     North American runoff, which consists of treaty reinsurance formerly
            written through Trenwick America Re as well as the results of the
            Chubb underwriting facility, the runoff of United States specialty
            program insurance formerly written by The Insurance Corporation of
            New York ("INSCORP") and its subsidiary Dakota Specialty Insurance
            Company ("Dakota) and property catastrophe reinsurance written on a
            worldwide basis by LaSalle Re until it ceased underwriting effective
            April 1, 2002 effected through a 100% quota share reinsurance
            agreement; and

      o     United Kingdom runoff, which consists of international specialty
            insurance and reinsurance written through Trenwick International,
            until it ceased underwriting substantially all new business
            effective November 29, 2002.

Critical Accounting Policies

The accounting policies described below are those Trenwick considers critical in
preparing its consolidated financial statements. These policies include
significant estimates made by management using information available at the time
the estimates are made. However, as described below, these estimates could
change materially if different information or assumptions were used.

Unpaid Claims and Claims Expenses

Claims and claims expenses are recorded as incurred, at management's best
estimate, in order to match claims and claims expense costs with premiums over
the contract periods. The amount provided for unpaid claims and claims expenses
consists of any unpaid reported claims and claims expenses and estimates for
incurred but not reported claims and claims expenses, net of estimated salvage
and subrogation. The estimates for claims and claims expenses incurred but not
reported were developed based on historical claims and claims expense experience
and an actuarial evaluation of expected claims and claims expense experience.
Workers' compensation indemnity liabilities that are considered fixed and
determinable are discounted using an interest rate of 3.5%. Reserves for unpaid
claims and claims expenses, by their very nature, do not


                                       13
<PAGE>


represent an exact calculation of the liability and, while Trenwick has
established reserves equal to the current best estimate of ultimate losses,
there remains a likelihood that further changes in such claim estimates, either
upward or downward, will occur in the future. Adjustments to previously reported
reserves for unpaid claims and claims expenses are considered changes in
estimates for accounting purposes and are reflected in the income statement in
the period in which the adjustment becomes known.

Unpaid claims and claims expenses are recorded based on actuarial estimates of
losses inherent in that period's claims, including losses for which claims have
not yet been reported. Estimates of unpaid claims and claims expenses rely on
actuarial observations of ultimate loss experience for similar historical
events. Historical insurance industry experience indicates that a high degree of
inherent variability exists in assessing the ultimate amount of losses under
short-duration property and casualty contracts. This inherent variability is
particularly significant for liability-related exposures, including latent
claims issues (such as asbestos and environmental related coverage disputes),
because of the extended period of time, often many years, that transpires
between when a given claim event occurs and the ultimate full settlement of such
claim. This situation is then further exacerbated for reinsurance entities (as
opposed to primary insurers) due to coverage often being provided on an
"excess-of-loss" basis and the resulting time lags in receiving current claims
data. Additionally, the uncertainty is increased as a result of the diversity of
development patterns among different types of reinsurance and the necessary
reliance on ceding companies for information regarding reported claims and
differing reserving practices among ceding companies. Other items that have been
considered in determining reserves but may develop differently than currently
estimated include:

o     September 11, 2001 related claims, particularly with respect to
      catastrophe coverage underwritten in LaSalle Re;

o     United Kingdom liability claims;

o     Claims against insured financial services companies for certain types of
      practices including alleged misallocations of shares in initial public
      offerings;

o     Directors and Officers liability insurance in the United States;

o     Ultimate losses on business underwritten in the last four years,
      as reserve estimates are inherently more uncertain on recent business,
      where reported loss activity is still low relative to ultimate losses;

o     Claims liabilities also include provisions for latent injury or toxic tort
      claims that cannot be estimated with traditional reserving techniques. Due
      to inconsistent court decisions in federal and state jurisdictions and the
      wide variation among insureds with respect to underlying facts and
      coverage, uncertainty exists with respect to these claims as to
      liabilities of ceding companies and, consequently, reinsurance coverage;

o     Reinsurance collectibility - Trenwick reviews and monitors its reinsurance
      recoverables from its reinsurers and makes provision for uncollectible
      reinsurance as appropriate. However, given the magnitude of reinsurance
      recoverables, $1.8 billion at March 31, 2003, Trenwick has a significant
      exposure to collectibility issues.

Trenwick's management continually evaluates the potential for changes in unpaid
claims and claims expenses to adjust recorded reserves and to proactively modify
underwriting criteria and product offerings. In recent periods and continuing
throughout 2002, the level of reported claims activity related to prior year
loss events, particularly for liability-related exposures underwritten in 1997
through 2001, has been significantly higher than anticipated. Full consideration
of these trends was incorporated into a comprehensive reserve study completed in
the fourth quarter of 2002. Insurance reserves, by their very nature, do not
represent an exact calculation of liability


                                       14
<PAGE>


and, while Trenwick has established reserves equal to the current best estimate
of ultimate losses, there remains a likelihood that further changes in such loss
estimates, either upward or downward, will occur in the future.

Reinsurance Recoverable Balances

Trenwick purchases reinsurance to reduce its exposure on individual risks,
catastrophic losses and other large losses. Trenwick estimates the amount of
uncollectible receivables from its reinsurers each period and establishes an
allowance for uncollectible amounts. The amount of the allowance is based on the
age of unpaid amounts, information about the creditworthiness of Trenwick's
reinsurers, and other relevant information. Estimates of uncollectible
reinsurance amounts are reviewed quarterly, and changes are recorded in the
period they become known. A significant change in the level of uncollectible
reinsurance amounts would have a significant effect on Trenwick's results of
operations and financial position.

Investments

Investments are classified as available for sale and recorded at fair value, and
unrealized investment gains and losses are reflected in shareholders' equity.
Investment income is recorded when earned, and capital gains and losses are
recognized when investments are sold. Investments are reviewed periodically to
determine if they have suffered an impairment of value that is considered other
than temporary. If investments are determined to be impaired, a capital loss is
recognized at the date of determination.

Testing for impairment of investments also requires significant management
judgment. The identification of potentially impaired investments, the
determination of their fair value and the assessment of whether any decline in
value is other than temporary are the key judgment elements. The discovery of
new information and the passage of time can significantly change these
judgments. Revisions of impairment judgments are made when new information
becomes known, and any resulting impairment adjustments are made at that time.
The current economic environment and recent volatility of securities markets
increase the difficulty of determining fair value and assessing investment
impairment. The same influences tend to increase the risk of potentially
impaired assets.

Trenwick seeks to match the maturities of invested assets with the payment of
expected liabilities. By doing this, Trenwick attempts to make cash available as
payments become due. If a significant mismatch of the maturities of assets and
liabilities were to occur and Trenwick had to liquidate investments prior to
their maturity, it may incur realized losses and the effect on Trenwick's
results of operations could be significant.

Deferred Income Taxes

Deferred income tax assets and liabilities are computed based on temporary
differences between financial statement and income tax bases of assets and
liabilities using enacted income tax rates in effect for the year in which the
differences are expected to reverse. FASB Statement No. 109 requires a valuation
allowance to be recorded when it is more likely than not that some or all of the
deferred tax assets will not be realized. Due to Trenwick's cumulative losses
generated in recent years and uncertainties as to the amount of taxable income
to be generated in future years, as of December 31, 2002, Trenwick could not
support the future realizability of its net deferred tax asset. The effects of
this determination on Trenwick's results from operations were significant. As of
March 31, 2003, Trenwick maintained a valuation allowance for the full


                                       15
<PAGE>


amount of its net deferred tax asset. Trenwick's Bermuda operations are not
subject to income tax.

Results of Operations - Three Months Ended March 31, 2003 and 2002

Trenwick's net loss available to common shareholders of $0.6 million in the
three months ended March 31, 2003 represented a $53.9 million improvement from
the net loss available to common shareholders of $54.6 million recorded in the
same period in 2002. The 2002 results included additional underwriting losses
incurred related to the September 11th terrorist attacks, while the 2003 quarter
included increased legal and other fees related to Trenwick's ongoing
restructuring efforts.

Underwriting income (loss)

Trenwick produced an underwriting loss of $2.5 million in the first quarter of
2003 compared to an underwriting loss of $37.6 million in the first quarter of
2002. Details of underwriting income and loss are produced below:

<TABLE>
<CAPTION>

                                                      2003               2002              Change
                                                   ---------          ---------          ---------
                                                                    (in thousands)
<S>                                               <C>                <C>                <C>
Net premiums earned                                $ 221,505          $ 266,024          $ (44,519)
                                                   ---------          ---------          ---------
Claims and claims expenses incurred                  137,580            207,577            (69,997)
Acquisition costs and underwriting expenses           86,423             96,079             (9,656)
                                                   ---------          ---------          ---------
Total expenses                                       224,003            303,656            (79,653)
                                                   ---------          ---------          ---------
Net underwriting loss                              $  (2,498)         $ (37,632)         $  35,134
                                                   =========          =========          =========
Loss ratio                                              62.1%              78.0%             (15.9)%
Underwriting expense ratio                              39.0%              36.1%               2.9%
Combined ratio                                         101.1%             114.1%             (13.0)%

</TABLE>


The underwriting loss of $2.5 million in the first quarter of 2003 represented a
$35.1 million improvement compared to the underwriting loss of $37.6 million in
the first quarter of 2001. The improvement in the underwriting result was
primarily due to the inclusion of $23.0 million of underwriting losses recorded
in the first quarter of 2002 related to the September 11th terrorist attacks in
addition to improved underwriting results on business written in Trenwick's
Lloyd's operations.

The decrease in the combined ratio in the first quarter of 2003 compared to the
first quarter of 2002 resulted mainly from the additional underwriting losses
recorded on the September 11th terrorist attacks recorded in 2002 previously
noted, offset in part by increased underwriting expenses in 2002.

Premiums written

Gross premiums written for the three months ended March 31, 2003 were $257.8
million compared to $465.6 million for the three months ended March 31, 2002, a
decrease of $207.8 million or 44.6%. Details of gross premiums written are
provided below:

                                 2003             2002            Change
                              ---------        ---------        ----------
                                            (in thousands)
Lloyd's syndicates            $ 160,615        $ 127,443        $  33,172
North American runoff            88,626          285,049         (196,423)
United Kingdom runoff             8,550           53,079          (44,529)
                              ---------        ---------        ---------
Gross premiums written        $ 257,791        $ 465,571        $(207,780)
                              =========        =========        =========


                                       16
<PAGE>


The increase of $33.2 million in Lloyd's syndicates gross written premiums for
the first quarter of 2003 compared to $127.4 million in the first quarter of
2002 was due primarily to additional treaty reinsurance and other casualty lines
of business formerly underwritten by Trenwick International which are now
written through Trenwick's Lloyd's syndicates.

North American runoff gross premium writings for the three months ended March
31, 2003 decreased by $196.4 million, or 68.9% from the three months ended March
31, 2002 as a result of the sale of its in-force property catastrophe
reinsurance business, effective April 1, 2002, combined with the effects of the
current financial condition of Trenwick which prevented Trenwick America Re from
writing any new business outside of that written through the Chubb underwriting
facility as well as Trenwick's decision to cease underwriting specialty program
insurance effective October 30, 2002.

The decrease of $44.5 million in United Kingdom runoff's gross premiums written
in the first quarter of 2003 compared to the first quarter of 2002 was
attributable to Trenwick's decision to discontinue writing substantially all new
business through this operating company effective November 29, 2002.

Premiums earned

Net premiums earned for the three months ended March 31, 2003 were $221.5
million compared to $266.0 million for the same period in 2002. Details of
premiums earned are provided below:

<TABLE>
<CAPTION>
                                            2003             2002              Change
                                         ---------         ---------         ---------
                                                        (in thousands)
<S>                                      <C>               <C>               <C>
Gross premiums written                   $ 257,791         $ 465,571         $(207,780)
Change in gross unearned premiums           77,951           (72,143)          150,094
                                         ---------         ---------         ---------
Gross premiums earned                      335,742           393,428           (57,686)
                                         ---------         ---------         ---------

Gross premiums ceded                       (65,449)         (148,421)           82,972
Change in ceded unearned premiums          (48,788)           21,017           (69,805)
                                         ---------         ---------         ---------
Ceded premiums earned                     (114,237)         (127,404)           13,167
                                         ---------         ---------         ---------
Net premiums earned                      $ 221,505         $ 266,024         $ (44,519)
                                         =========         =========         =========
</TABLE>

Gross premiums ceded for the three months ended March 31, 2003 were $65.4
million compared to $148.4 million for the same period in 2002. The decrease of
$83.0 million in gross premiums ceded was due primarily to the placement of four
of Trenwick's insurance and reinsurance segments into voluntary runoff as
previously discussed.

Claims and claims expenses

Claims and claims expenses for the three months ended March 31, 2003 were $137.6
million, a decrease of $70.0 million compared to claims and claims expenses of
$207.6 million for the same period in 2002. The decrease in claims and claims
expenses in 2003 is partially attributable to the inclusion in 2002 of $25.7
million of additional claims and claims expenses recorded in connection with the
September 11th terrorist attacks. In addition, claims and claims expenses in
2002 included deterioration in indicated loss ratios for the 1999-2001 accident
years on the North American runoff and United Kingdom runoff segments of
approximately $9.0 million and $12.2 million, respectively.


                                       17
<PAGE>


Underwriting expenses


                                     2003             2002            Change
                                   --------         --------         --------
                                                 (in thousands)
Policy acquisition costs           $ 62,429         $ 73,072         $(10,643)
Underwriting expenses                23,994           23,007              987
                                   --------         --------         --------
Total underwriting expenses        $ 86,423         $ 96,079         $ (9,656)
                                   ========         ========         ========
Underwriting expense ratio             39.0%            36.1%             2.9%
                                   ========         ========         ========

Total underwriting expenses, comprising policy acquisition costs and
underwriting expenses, for the first three months of 2003 decreased by $9.7
million compared to underwriting expenses for the first three months of 2002.
The decrease was attributable to the decrease in premium volume as previously
discussed offset in part by an increase in underwriting expenses. The increase
in underwriting expenses in 2003 can be mainly attributed to increased premium
levies from Lloyd's, which are assessed based upon premium writings. This
increase was offset in part by decreased underwriting expenses in Trenwick's
operations in runoff.

Total underwriting expenses as a percentage of net premiums earned, or the
underwriting expense ratio, was 39.0% for the three months ended March 31, 2003
compared to 36.1% for the same period in 2002. The increase in the underwriting
expense ratio occurred principally because of increased underwriting expenses
and decreased earned premiums, both as described above.


                                       18
<PAGE>


Net Investment Income

<TABLE>
<CAPTION>
                                             2003                 2002               Change
                                         -----------          -----------          -----------
                                                            (in thousands)
<S>                                      <C>                 <C>                  <C>
Average invested assets                  $ 2,277,607          $ 2,318,248          $   (40,641)
Average annualized yields                       3.99%                5.77%               (1.78)%
Investment income - portfolio            $    22,743          $    33,439          $   (10,422)

Investment income - non-portfolio                389                 (171)                 560
Investment expenses                           (3,494)              (4,013)                 519
                                         -----------          -----------          -----------
Net investment income                    $    19,638          $    29,255          $    (9,617)
                                         ===========          ===========          ===========
</TABLE>

Net investment income for the three months ended March 31, 2003 was $19.6
million compared to $29.3 million for the same period in 2002. The decrease in
net investment income in the first quarter of 2003 is due to an overall decline
in market yields during the quarter combined with a decrease in average invested
assets. Investment expense for each of the first quarters of 2003 and 2002
includes interest expense on funds withheld of $2.4 million and $2.9 million,
respectively, under the terms of stop loss reinsurance agreements purchased by
Trenwick America Re prior to 2001.

Net Realized Gains

Net realized gains on investments were $0.4 million during the three months
ended March 31, 2003, compared to net realized gains of $1.5 million for the
three months ended March 31, 2002. The 2002 gains reflect actions taken to
reposition Trenwick's investment portfolio into higher quality, shorter duration
fixed income securities.

Other income (expense)

Trenwick recorded other expenses of $2.0 million for the quarter ended March 31,
2003 as compared to other income of $2.6 million for the same period in 2002.
The majority of the decrease in this line item relates to the $3.0 million of
fronting fees incurred in the first quarter of 2003 related to the underwriting
facility with Chubb Re. Additionally, the decrease can be attributed to a
decrease in equity in net earnings of investees as a result of Trenwick's sale
of its ownership in one of its managing general agencies at the end of 2002 as a
result of the runoff status of its United States specialty program insurance.

General and administrative expenses

General and administrative expenses for the three months ended March 31, 2003
were $3.7 million, an increase of $0.4 million as compared to $3.3 million
incurred during the same period in 2002. The increase in 2003 is primarily the
result of the inclusion of $1.2 million of non-recurring legal and advisory fees
related to Trenwick's ongoing efforts to restructure its outstanding
indebtedness and preferred equity.

Interest Expense and Subsidiary Preferred Share Dividends

Interest expense and subsidiary preferred share dividends were $11.8 million for
the first quarter of 2003, an increase of $1.9 million from the same period in
2002. The increase resulted from increased LOC fees, which were $4.6 million
higher in the first quarter of 2003 than during the same period in 2002. This
increase was offset in part by a $2.2 million decrease in interest in Trenwick's
term loan facility, which was repaid during the second quarter of 2002.


                                       19
<PAGE>


Foreign Currency Gains (Losses)

Trenwick recorded foreign currency losses of $1.4 million for the three months
ended March 31, 2003, compared to foreign currency gains of $0.7 million for the
three months ended March 31, 2002, primarily due to the decline in the value of
the British pound relative to the U.S. dollar.

Liquidity and Capital Resources

Trenwick is a holding company whose principal assets are its investments in the
common stock of its operating subsidiaries. As a holding company, Trenwick's
principal source of ongoing funding consists of permissible dividends, tax
allocation payments and other statutorily permissible payments from its
operating subsidiaries. Trenwick's ability to generate operating capital is
limited and its ability to meet its obligations is dependent upon funding from
its operating subsidiaries. There is substantial uncertainty as to what amount
of future funds it will receive from its operating subsidiaries. Trenwick's
principal use of cash has been operating expenses and dividends paid to its
shareholders. Trenwick America Corporation ("Trenwick America") and Trenwick
Holdings Limited ("Trenwick Holdings"), Trenwick's U.S. and U.K. holding
companies, have utilized cash in order to service their respective debt
obligations; LaSalle Re Holdings Limited ("LaSalle Re Holdings") has used cash
to pay dividends on its preferred shares. Trenwick's operating subsidiaries
receive cash from premiums, investment income and proceeds from sales and
maturities of portfolio investments. They utilize cash to pay claims, purchase
their own reinsurance protections, meet operating and capital expenses and
purchase investment securities.

Trenwick and its insurance and reinsurance company subsidiaries are subject to
regulatory oversight under the insurance statutes and regulations of the
jurisdictions in which they conduct business, including all states of the United
States, Bermuda and the United Kingdom. These regulations vary from jurisdiction
to jurisdiction and are generally designed to protect ceding insurance companies
and policyholders by regulating Trenwick's financial integrity and solvency in
its business transactions and operations. Many of the insurance statutes and
regulations applicable to Trenwick's subsidiaries relate to reporting and enable
regulators to closely monitor Trenwick's performance. Typical required reports
include information concerning Trenwick's capital structure, ownership,
financial condition, and general business operations.

As of both March 31, 2003 and December 31, 2002, Trenwick 's consolidated
investments and cash totaled $2.3 billion. The fair value of Trenwick's debt
securities exceeded amortized cost by $18.6 million at March 31, 2003 and by
$12.6 million at December 31, 2002.

As of March 31, 2003, Trenwick's consolidated common stockholders' equity
totaled $80.6 million, or $2.19 per common share, compared to $77.5 million, or
$2.11 per common share at December 31, 2002. During the three months ended March
31, 2003, the unrealized appreciation of debt and equity securities decreased by
$4.9 million, net of tax, or $0.13 per share.

Cash used in Trenwick's operating activities for the three months ended March
31, 2003 was $69.9 million compared to cash provided by Trenwick's operating
activities of $76.7 million in the comparable period of 2002. The increase in
cash used in operations was due primarily to a significant increase in claims
and claims expenses paid in 2003 over 2002. In 2002, claims and claims expenses
paid included payments received by Trenwick from previous syndicate year
participants as a result of the reinsurance to close the 1999 year of account on
its Lloyd's syndicates. In addition, claims payments in the first quarter of
2003 include $17.8 million related to the September 11, 2001 terrorist attacks,
for which minimal claims payments were made in the 2002 quarter.


                                       20
<PAGE>


Net cash used in financing activities during the three months ended March 31,
2002 included $1.5 million of dividends paid to common shareholders. Trenwick
paid a dividend of $0.04 per common share in the first quarter of 2002 and
LaSalle Re Holdings paid a dividend of $.55 per share on its Series A preferred
shares during the three months ended March 31, 2002. In concert with other
actions being taken in the fourth quarter of 2002, on November 7, 2002,
Trenwick's Board of Directors announced that it had elected to suspend, with
immediate effect and for an indefinite period, dividends payable on Trenwick's
common and preferred shares. In December 2002, Trenwick's credit facility was
amended to prohibit the payment of dividends. On November 29, 2002, Trenwick
also ceased payment of dividends on the capital securities of Trenwick America
and on the preferred stock of LaSalle Re Holdings.

Trenwick 's total debt to capital ratio (indebtedness divided by the sum of
indebtedness, minority interest, convertible preferred stock and shareholders'
equity) decreased slightly to 22.5% at March 31, 2003 from 22.7% on December 31,
2002, mainly a result of the increase in common shareholders' equity.

Financings, Financing Capacity and Capitalization

Concurrently with the business combination involving LaSalle Re Holdings and
Trenwick Group Inc. in September of 2000, Trenwick America and Trenwick
Holdings, Trenwick's United States and United Kingdom holding companies, entered
into an amended and restated $490 million credit agreement with various lending
institutions ("the Banks"), which was guaranteed by LaSalle Re Holdings. The
credit agreement consisted of both a $260 million revolving credit facility and
a $230 million letter of credit facility. The revolving credit facility was
subsequently converted into a four-year term loan and repaid in full on June 17,
2002. Additionally, on December 24, 2002, the credit agreement was amended to
reduce the letter of credit facility, which is utilized by Trenwick to support
its underwriting operations at Lloyd's, to the currently outstanding $182.5
million. The letter of credit facility is scheduled to terminate on December 31,
2003, although the letters of credit issued pursuant to the facility will not
expire until December 31, 2006.

Pursuant to a guaranty agreement entered into concurrently with the credit
agreement, Trenwick has guaranteed the obligations of Trenwick America and
Trenwick Holdings under the credit agreement. In April of 2002, Trenwick pledged
the capital stock of LaSalle Re Holdings, which was a guarantor of the
obligations under the credit agreement, and LaSalle Re as collateral to the
Banks. In December of 2002, Trenwick, Trenwick America and Trenwick Holdings
agreed to provide the Banks additional security interests as described below.

On October 18, 2002, A.M. Best Company lowered the financial strength ratings of
Trenwick's operating subsidiaries below "A-". The lowered A.M. Best Company
ratings constituted an event of default under the credit agreement. In addition,
increases in Trenwick's reserves for unpaid claims and claims expenses and the
establishment of a deferred tax asset valuation allowance in the third quarter
of 2002 resulted in violations of the financial covenants in the credit
agreement requiring Trenwick to maintain a minimum tangible net worth and
minimum risk-based capital. On November 13, 2002, Trenwick, its subsidiaries and
the Banks executed a forbearance agreement with respect to the events of default
arising from the lowered A.M. Best Company ratings and financial covenant
violations.

Subsequently, an amendment and waiver of default under the credit agreement and
amendments to the guaranty agreement were entered into on December 24, 2002 (the
"December Amendments"). The December Amendments extended the letter of credit
facility through


                                       21
<PAGE>


December 31, 2003 to support Trenwick's underwriting operations at Lloyd's for
the 2003 year of account. To those Banks extending their letters of credit,
Trenwick agreed to pay a 5% per annum cash letter of credit fee, issue
pay-in-kind notes bearing interest at LIBOR plus 2.5% per annum to evidence an
additional 3.16% per annum letter of credit fee, issue warrants equal to 10% of
Trenwick's fully diluted equity capital, and pay 15% of the profits earned by
Trenwick and its subsidiaries for the 2002 and 2003 Lloyd's years of account. In
addition, Trenwick, Trenwick America and Trenwick Holdings agreed to provide the
Banks a security interest in all of their respective equity interests in, and
the assets and property of, their direct and indirect subsidiaries as additional
collateral for the Banks, and to cause the subsidiaries to provide a guaranty to
the Banks subject to applicable laws and regulations and certain existing
contractual rights of holders of other indebtedness. On April 25, 2003, Trenwick
issued to the Banks an aggregate of 3,678,686 warrants to purchase common stock,
representing 10% of the fully diluted equity capital of Trenwick as of such
date. The warrants have a term of eight years from the date of issuance and have
an exercise price of $0.19 per share.

The December Amendments also prohibit Trenwick and its subsidiaries from
declaring or paying any dividends (including on Trenwick's common shares, the
Series A preferred shares of LaSalle Re Holdings and the capital securities of
Trenwick Capital Trust I). The December Amendments and the other amendments and
waivers entered into in the first quarter of 2003 waive certain other defaults,
add covenants further restricting the operation of business, prohibit Trenwick
and its respective subsidiaries from making certain payments without the Banks'
approval, prohibit Trenwick and its respective subsidiaries from selling or
otherwise disposing of any assets or property, require Trenwick to regularly
report certain financial information to the Banks, and adjust downward certain
of the financial covenants.

Pursuant to the December Amendments, Trenwick is required to collateralize with
cash, cash equivalents and marketable securities 60% of the outstanding letters
of credit by August 1, 2003. If it is unable to do so, Trenwick's insurance
company subsidiaries, including those of Trenwick America, will be prohibited
from underwriting any insurance or reinsurance without the Banks' prior
approval. In addition, Trenwick is required to use its best efforts to terminate
the letters of credit by December 31, 2003. In order to do so, the letters of
credit would need to be replaced with other letters of credit or collateral
acceptable to Lloyd's. In the event Trenwick has not terminated the letters of
credit by December 31, 2003, it is required on such date to collateralize with
cash, cash equivalents and marketable securities the full amount of the
outstanding letters of credit. At this time, Trenwick does not have sufficient
available liquidity to collateralize the letters of credit as required by the
December Amendments. Additionally, Trenwick does not believe that it will be
able to replace the letters of credit with other letters of credit or collateral
acceptable to Lloyd's.

Since December 2002, Trenwick has entered into additional amendments and
numerous waivers with the Banks providing for, among other things, waivers of
potential covenant defaults, further reductions in certain financial covenants,
additional financial reporting, approval of certain employee and other payments,
approval of the extension of Trenwick America's senior notes from April 1, 2003
to August 1, 2003, the related payment of interest accrued through April 1, 2003
to the holders of the senior notes and extension of numerous deadlines imposed
under the December Amendments.

If there is an event of default under the credit agreement, including as a
result of Trenwick failing to collateralize the letters of credit as described
above, or if there is an event of default under other outstanding indebtedness
of Trenwick or its subsidiaries, including under the senior notes of Trenwick
America, resulting in a cross default under the credit agreement, Trenwick may
be


                                       22
<PAGE>


required to fully and immediately collateralize the outstanding letters of
credit under the terms of the credit agreement and the guaranty agreement. No
liability for any such amounts has been reflected in Trenwick's financial
statements for any future event of default. If the events of default occur and
are not waived, there is substantial doubt as to Trenwick's ability to continue
as a going concern and Trenwick and/or one or more of its subsidiaries may be
forced to seek protection from creditors through proceedings commenced in
Bermuda and other jurisdictions including the United States. In addition, at any
time one or more of the insurance regulatory authorities having jurisdiction
over Trenwick's insurance company subsidiaries may commence voluntary or
involuntary proceedings for the formal supervision, rehabilitation or
liquidation of such subsidiaries, or one or more of the creditors of Trenwick or
its subsidiaries may commence proceedings against Trenwick or its unregulated
subsidiaries seeking their liquidation.

In connection with the Trenwick/LaSalle business combination, Trenwick America
assumed, effective September 27, 2000, Trenwick Group Inc.'s obligations with
respect to $75 million aggregate principal amount of 6.70% senior notes (the
"Senior Notes"), which were initially due on April 1, 2003 and pursuant to an
amendment have been extended to August 1, 2003. They are unsecured obligations
and rank senior in right of payment to all existing and future subordinated
indebtedness of Trenwick America. Interest on the Senior Notes is payable
semi-annually at a rate of 6.7%. In connection with the amendment that extended
the maturity date of the Senior Notes from April 1, 2003 to August 1, 2003,
interest payable through April 1, 2003, in the aggregate amount of $2.5 million,
was paid. Trenwick anticipates that it will be unable to make payment of
principal and interest on the Senior Notes on August 1, 2003 and has continued
discussions with the Senior Note holders concerning a proposed restructuring or
an additional amendment of the Senior Notes to extend the maturity thereof.
There can be no assurance that an agreement relating to this restructuring will
be reached by August 1, 2003. If such agreement cannot be reached, Trenwick will
be in default under the terms of the Senior Notes. Additionally, even if the
Senior Notes are restructured, Trenwick expects that, in order to repay the
principal amounts of the Senior Notes it will be required to seek additional
financing, engage in asset sales, subsidiary dividends or similar transactions.
There can be no assurance that Trenwick will be successful in such efforts.

Trenwick America also assumed, effective September 27, 2000, Trenwick Group
Inc.'s $113.4 million 8.82% Junior Subordinated Deferrable Interest Debentures
held by Trenwick Capital Trust I in respect of the $110 million in 8.82%
Subordinated Capital Income Securities issued by the Trust. Under the terms of
the debentures, Trenwick America is not restricted from incurring indebtedness,
but is subject to limits on its ability to incur secured indebtedness for
borrowed money.

Upon consummation of the acquisition of Chartwell Re Corporation ("Chartwell")
in 1999, Trenwick Group Inc. became the successor obligor under Chartwell's
Contingent Interest Notes due June 30, 2006. Effective September 27, 2000,
Trenwick America assumed Trenwick Group Inc.'s obligations under the contingent
interest notes in connection with the Trenwick/LaSalle business combination. The
contingent interest notes were issued in an aggregate principal amount of $1
million, which accrues interest at a rate of 8% per annum, compounded annually.
The interest is not payable until the maturity or earlier redemption of the
contingent interest notes. In addition, the contingent interest notes entitle
their holders to receive at maturity, in proportion to the principal amount of
the contingent interest notes held by them, an aggregate of from $0 up to $55
million in contingent interest. The amount of contingent interest payable under
the contingent interest notes is dependent upon the level of unpaid claims and
claims expenses related to business written by Trenwick America's subsidiary,
INSCORP, prior to 1996. The contingent interest notes mature on June 30, 2006.


                                       23
<PAGE>


During the year ended December 31, 2002 and prior, Trenwick recorded significant
adverse development related to the subject business, and as a result, the
carrying value of the contingent interest notes at March 31, 2003 is equal to
the minimum principal value of $1 million plus accrued interest, which is the
present value of the amount expected to be paid at maturity. The contingent
interest notes will continue to accrue interest at a rate of 8% per year. The
contingent interest notes contain covenants which relate to the maintenance of
certain records and limitations on certain indebtedness. At March 31, 2003,
Trenwick was in compliance with these covenants.

Trenwick's ability to refinance its existing debt obligations or raise
additional capital is dependent upon several factors, including financial
conditions with respect to both the equity and debt markets and the ratings of
its securities as established by the rating agencies. As a result of the
continued deterioration of Trenwick's financial condition, its senior debt
ratings have been downgraded by Standard & Poor's Corporation to "D" and
withdrawn by Moody's Investors Service. Trenwick's ability to refinance its
outstanding debt obligations, as well as the cost of such borrowings, has been
materially adversely affected by these ratings downgrades and withdrawals.

Because Trenwick's operations are conducted through its operating subsidiaries,
Trenwick is dependent upon the ability of its operating subsidiaries to transfer
funds, principally in the form of cash dividends, tax reimbursements and other
statutorily permissible payments. In addition to general legal restrictions on
payments of dividends and other distributions to shareholders applicable to all
corporations, Trenwick's insurance subsidiaries are subject to insurance laws
and regulations in the jurisdictions in which they operate that, among other
things, restrict the amount of dividends and other distributions that may be
paid to their parent corporations without prior approval by the insurance
regulatory authorities. Moreover, Trenwick has entered into letter agreements
with the insurance departments of the states of Connecticut and New York which
restrict Trenwick America Re and INSCORP from taking certain actions such as
paying dividends or dispensing of assets. As previously discussed, the December
Amendments to Trenwick's letter of credit facility prohibit Trenwick and its
subsidiaries from declaring or paying any dividends (including on Trenwick's
common and preferred shares, the preferred shares of LaSalle Re Holdings and the
capital securities issued by Trenwick Capital Trust I). The amendments also
prohibit Trenwick from making certain payments without the Banks' approval.

Series B Preferred Shares

On September 27, 2000, Trenwick assumed the benefits and obligations of LaSalle
Re Limited under a $100 million catastrophe equity put option. The catastrophe
equity put option was amended and restated as of January 1, 2001 and amended as
of January 25, 2002. As amended, the catastrophe equity put option enabled
Trenwick to raise up to $55 million of equity, through the issue of convertible
preferred shares to European Reinsurance Company of Zurich ("European Re"), a
subsidiary of Swiss Reinsurance Company, in the event there was a qualifying
catastrophic event or events occurring prior to January 1, 2002.

As a result of the terrorist attacks of September 11, 2001, LaSalle Re incurred
in excess of $140 million in catastrophe losses as defined under the catastrophe
equity put option agreement and Trenwick delivered notice of exercise of the
catastrophe equity put on March 28, 2002. On July 1, 2002, Trenwick commenced an
arbitration proceeding seeking $55 million in damages and other relief against
European Re. The claims arose out of European Re's failure to meet its
obligations under the catastrophe equity put. On September 6, 2002, the
catastrophe equity put option was amended and restated and the pending
arbitration proceedings were terminated. Under the terms of the second restated
agreement, European Re purchased 550,000 of Trenwick's Series


                                       24
<PAGE>


B Cumulative Perpetual Preferred Shares (the "Series B Shares") with a
liquidation preference of $100 per share for an aggregate purchase price of $40
million. The Series B Shares bear cumulative dividends, payable quarterly in
arrears, based upon the Series B Shares' Standard & Poor's rating at LIBOR plus
a margin. At March 31, 2003, the Series B Shares were rated "D" by Standard &
Poor's, therefore the current dividend rate is 6.0%. If the Standard & Poor's
rating remains below BBB- on the fifth anniversary, the factors adjust upward by
an additional 0.50%.

The Series B Shares are convertible into common shares of Trenwick after five
years or upon the occurrence of certain "special conversion events" or the
failure of Trenwick to maintain certain levels of capital. On February 20, 2003,
Trenwick delivered a notice to European Re that Trenwick's GAAP Net Worth (as
defined in the Certificate of Designation, Preferences and Rights (the
"Certificate of Designation") of the Series B Shares) had fallen below $225
million. Trenwick's GAAP Net Worth did not equal or exceed $225 million during
the period from February 20, 2003 through April 21, 2003 (which is 60 days after
the date of notice). As a result, a Net Worth Conversion Event (as defined in
the Certificate of Designation) occurred on April 21, 2003, and the Series B
Shares are now convertible at the option of European Re into Trenwick common
shares upon no less than 60 trading days advance notice to Trenwick. European Re
has not delivered to Trenwick such a notice of conversion. As of December 31,
2002, the Series B Shares would be settled upon conversion with approximately
12.2 million common shares, or 33% of Trenwick's common shares, based on the
year end figures for 2002. Trenwick has recently been notified by European Re
that European Re believes Trenwick's calculation of the number of common shares
to be received upon conversion of the Series B Preferred Shares is erroneous and
that under European Re's interpretation of the documentation the Series B
Preferred Shares would have been entitled to convert into approximately 48.1
million shares, or 56.6% of the common shares, based on the year end figures for
2002. Trenwick believes its calculation is correct but intends to discuss this
issue with European Re. If European Re converts its Series B Preferred Shares,
there would be substantial dilution to the holders of the common shares, and
this conversion could result in European Re obtaining control of Trenwick,
subject to compliance with applicable insurance law and regulation.

Accounting Standards

In January 2003, the FASB issued Interpretation No. ("FIN") 46, Consolidation of
Variable Interest Entities, which Trenwick intends to adopt on July 1, 2003. FIN
46's consolidation criteria are based on analysis of risks and rewards, not
control, and represent a significant and complex modification of previous
accounting principles. FIN 46 represents an accounting change, not a change in
the underlying economics of asset sales. Under its provisions, certain assets
previously sold to special purpose entities (SPEs) could be consolidated and, if
consolidated, any assets and liabilities now on the books related to those SPEs
would be removed. Because Trenwick America has not traditionally engaged in the
types of securitization transactions within the scope of FIN 46, management does
not believe adoption of the interpretation will impact future results.

                           FUTURE BUSINESS OPERATIONS

The future operations of Trenwick and its financial results are likely to differ
materially from those of 2002 and prior years as Trenwick has placed into runoff
several of its operations, from which a significant portion of its revenue in
2002 and prior years were derived. Moreover, Trenwick may be required to dispose
of one or all of its insurance company subsidiaries in order to satisfy its
obligations to creditors and regulatory requirements or take further action to
reduce the costs of ongoing operations. In addition, under the terms of
Trenwick's agreements with the Banks, and particularly under the December
Amendments, Trenwick and its subsidiaries are subject to financial and
operational restrictions which limit Trenwick America's flexibility to


                                       25
<PAGE>


pursue business and strategic alternatives. These restrictions will apply so
long as Trenwick has unpaid reimbursement obligations to the Banks with respect
to the letters of credit.

The result of the foregoing is that the future operations of Trenwick, at least
in the next several years, are likely to consist substantially of the sale, or
management in runoff, of some or all of its existing insurance and reinsurance
businesses including administration of claims, regulatory reporting, settlement
of reinsurance agreements (including commutations thereof where appropriate),
cash and investment management and related matters. The costs involved in such
operations are likely to differ significantly from those of prior years, where a
significant portion of the operating costs related to underwriting, marketing
and securing reinsurance for new business. The reimbursement of costs as they
relate directly to the insurance entities themselves will be subject to review
by regulatory authorities which may challenge these costs, impose other
restrictions with respect to the runoff including the provision of an acceptable
runoff plan and retention of advisors who specialize in various aspects of
runoff operation. Adverse loss developments or weakness in reinsurance
recoveries, among other factors, could significantly and negatively impact the
success of any runoff. It is unlikely that any amounts will be available to the
creditors or equity holders of the direct and indirect parent companies of any
regulated insurance subsidiary of Trenwick until such time as the regulator
having jurisdiction over such subsidiary has been assured of the solvency of
such entity, which may require several years if achievable at all. It is
possible that one or more of Trenwick's insurance company subsidiaries may be
placed under the control of the regulatory body with jurisdiction over such
entity, voluntarily or involuntarily, through rehabilitation, liquidation or
other proceedings.

                                  RISK FACTORS

You should carefully consider the risks described below regarding us and our
securities. The risks and uncertainties described below are not the only ones we
face. There may be additional risks and uncertainties. If any of the following
risks actually occur or continue to occur, our business, financial condition or
results of operations could be materially and adversely affected and the trading
price of our securities could decline further.

Our auditors have expressed doubt as to our ability to continue as a going
concern.

Our independent accountants, PricewaterhouseCoopers LLP, have stated, in their
audit report with respect to our financial statements as at and for the twelve
months ended December 31, 2002, that substantial doubt exists as to our ability
to continue as a going concern.

Our common shares and the Series A Preferred Shares of LaSalle Re Holdings
Limited have been delisted and deregistered by the New York Stock Exchange The
New York Stock Exchange's application for removal from listing of our common
shares and the Series A Preferred Shares of our subsidiary LaSalle Re Holdings
was granted by the Securities and Exchange Commission by order dated April 29,
2003, and the removal from listing and registration became effective prior to
the opening of the New York Stock Exchange on April 30, 2003. Our common shares
and the Series A Preferred Shares of LaSalle Re Holdings were quoted on the
Over-The-Counter (OTC) Bulletin Board beginning on Tuesday, March 25, 2003.

In light of the significant developments and other factors referred to in this
Report, which have materially and adversely impacted Trenwick, its operations
and its future prospects as well as the amount of indebtedness versus the
capital base of Trenwick, it is unlikely that the common shares of Trenwick will
realize significant value in the near term, if at all. As a result, it is
possible that


                                       26
<PAGE>


a market will not continue in the common shares of Trenwick, in which case the
liquidity of the securities may be severely limited.

We are unable to pay dividends and will continue to be unable to do so for the
foreseeable future.

In connection with other actions being taken in the fourth quarter of 2002, on
November 7, 2002, our Board of Directors elected to suspend the payment of
dividends to holders of our common shares effective immediately and for an
indefinite period of time. In addition, our credit agreement has been amended to
prohibit us from paying dividends without the approval of our lenders, and we
are prohibited from paying dividends as the result of the deferral of dividend
payments on our Series A Preferred Shares, Series B Preferred Shares and the
capital securities of Trenwick America. We do not expect to be able to pay
dividends to holders of our common shares for the foreseeable future.

If potential events of default under our credit facility are not cured or waived
by our lenders, there is substantial doubt as to our ability to continue as a
going concern.

We currently have outstanding $182.5 million of letters of credit issued by the
banks under our credit facility. We are obligated to reimburse the banks for any
amounts drawn on these letters of credit, and for related fees and expenses. No
amounts have been drawn on the letters of credit to date. The banks have
provided us with several waivers of potential defaults and extensions of
deadlines under the credit facility, but we presently do not have the liquidity
necessary to satisfy the banks by the deadlines that have been imposed. If the
potential events of default occur and are not waived, there is substantial doubt
as to our ability to continue as a going concern.

Covenants in our senior credit facility significantly limit our financial and
operational flexibility.

We have entered into many covenants in our senior credit facility and related
agreements that limit our ability to take certain actions without the consent of
the banks, including our ability to borrow money, to make particular types of
investments or other restricted payments (including dividend payments), to sell
our assets, or to merge or consolidate. These restrictions significantly limit
our financial and operational flexibility.

We are unable to repay $75 million in senior notes outstanding which are due
August 1, 2003, and are required to replace, refinance or restructure these
notes by that date.

We are engaged in continuing discussions with the holders of our senior notes
regarding a restructuring of our senior notes. At this time we do not have
sufficient liquidity to pay the principal amount of $75 million due on August 1,
2003, and it is uncertain whether we will be able to replace, refinance or
restructure the notes by that date. If we are unable to secure a waiver or
extension of this deadline, and either the banks under our credit facility or
the senior noteholders determine to exercise the rights available to them upon
this failure, we and/or one or more of our subsidiaries may be forced to seek
protection from creditors.

We have issued convertible preferred shares that may result in substantial
dilution to existing common shareholders and/or a change in control. We do not
have the ability to control settlement of these convertible preferred shares.


                                       27
<PAGE>


As a result of the September 11, 2001 terrorist attacks, LaSalle Re incurred
large catastrophe losses that enabled us to exercise our rights under a
catastrophe equity put option with European Reinsurance Company of Zurich, a
subsidiary of Swiss Reinsurance Company ("European Re"). In this transaction, we
issued Series B convertible preferred shares to European Re for a purchase price
of $40 million. These Series B shares are convertible into our common shares
upon the occurrence of certain events, including our failure to maintain a net
worth (as defined) under generally accepted accounting principles of $225
million. Our net worth is below $225 million, and a net worth conversion event
has occurred. European Re is able to convert the Series B Shares into common
shares upon not less than 60 trading days' notice to us, and in the event of
such conversion, substantial dilution to our existing common shareholders will
occur.

As of December 31, 2002, the Series B Shares would be settled upon conversion
with approximately 12.2 million common shares, or 33% of Trenwick's common
shares, based on the year end figures for 2002. We have recently been notified
by European Re that European Re believes our calculation of the number of common
shares to be received upon conversion of the Series B Preferred Shares is
erroneous and that under European Re's interpretation of the documentation the
Series B Preferred Shares would have been entitled to convert into approximately
48.1 million shares, or 56.6% of the common shares, based on the year end
figures for 2002. We believe its calculation is correct but intend to discuss
this issue with European Re. If European Re converts its Series B Preferred
Shares, there would be substantial dilution to the holders of the common shares,
and this conversion could result in European Re obtaining control of Trenwick,
subject to compliance with applicable insurance law and regulation.

We are a holding company and substantially all of our assets are held in our
insurance company subsidiaries. These assets are generally unavailable to pay
the debts of the holding company and there is substantial uncertainty as to
whether we will ultimately receive any value from our insurance company
subsidiaries.

We are a holding company with intermediate holding companies between us and our
operating insurance company subsidiaries. Neither we, nor our intermediary
holding companies, have material assets other than direct or indirect ownership
of the stock of our operating subsidiaries. Our ability to meet our operating
expenses, as well as debt and securities obligations and those of our
subsidiaries and the ability to pay dividends will be dependent on the earnings
and cash flows of our subsidiaries and the ability of the subsidiaries to pay
dividends or to advance or repay funds to us. Payment of dividends and advances
and repayments from our operating insurance company subsidiaries are regulated
by state and foreign insurance laws and regulatory restrictions, including
minimum solvency and liquidity thresholds. We are required to maintain specified
minimum levels of capital and surplus and risk-based capital at our insurance
subsidiaries, which could restrict their ability to pay dividends, even if the
dividends were permitted by relevant insurance laws and regulations. We do not
expect the majority of our operating subsidiaries will be able to pay dividends
or advance or repay any funds to us in the foreseeable future, which would
prevent us from paying our operating expenses or making payments on our debt or
securities obligations.

We are in discussions with insurance regulators concerning capital impairment
and other issues relating to our insurance company subsidiaries, and these
regulators may institute supervision, rehabilitation, conservation or
liquidation proceedings with respect to these subsidiaries.

We have been engaged in discussions with the insurance regulators of the
jurisdictions in which our insurance company subsidiaries are domiciled. We have
been required to restrict our


                                       28
<PAGE>


Connecticut and New York insurance company subsidiaries from taking certain
actions such as paying dividends or disposing of assets, and we have been
required to submit a plan of action to eliminate the statutory capital
impairment at our New York insurance company subsidiary. Trenwick has also been
notified by the New York Insurance Department ("NYID") that, in the NYID's view,
approximately $26 million in loans made to Trenwick America by INSCORP in 2002
were in contravention of New York regulatory requirements. As a result, INSCORP
and Trenwick may be the subject of regulatory action brought by the NYID. Each
of these regulators, as well as the State of North Dakota, may act independently
of one another with respect to the insurance company domiciled in its
jurisdiction. The insolvency of any of the insurance company subsidiaries or any
action by an insurance regulator, such as the commencement of voluntary or
involuntary supervision, rehabilitation, conservation or liquidation proceedings
with respect to one of these companies, could precipitate additional actions by
the other insurance regulators. In the event of any such proceedings, it is
unlikely that the assets of the insurance companies will be available to satisfy
each others' liabilities, or the liabilities of Trenwick.

Our financial strength ratings have been significantly downgraded or withdrawn
by Standard & Poor's, Moody's Investor Services and Fitch.

Our financial strength and other ratings have been downgraded significantly by
Standard & Poor's and Fitch and have been withdrawn by Moody's Investor
Services. These downgrades and withdrawal generally reflect the ratings
services' views that our business prospects and financial flexibility are very
limited and their substantial doubt as to our ability to restructure our senior
debt. In addition, these downgrades significantly and negatively affect our
ability to raise capital and to negotiate favorable terms in restructuring our
debt.

Several of the business lines from which we historically derived a significant
portion of our revenue have ceased to write new business and are in runoff.

We have placed four of our operating businesses, worldwide property catastrophe
reinsurance, international specialty insurance and reinsurance, United States
specialty program insurance and United States treaty reinsurance, into runoff.
Little or no new business is being written in these lines. These four lines
provided approximately 73% of our gross premiums written in 2002. Our objective
is to maximize the economic value of the runoff through effective claims
settlement, commutation of assumed obligations where appropriate, collection of
reinsurance recoverables and effective cash management. While it is possible
that some positive economic value may result over time from the runoff of these
operations, we do not expect them to contribute significantly to our revenue or
results of operations and there are significant uncertainties that could if
realized adversely affect our ability to continue a solvent runoff of these
operations. Trenwick has historically not operated in runoff and may not have
internal expertise, or may not be able to retain external support such as
experienced consultants, to do so effectively.

We do not have adequate capital to continue to support our Lloyd's operations
and if substitute capital or new ownership is not arranged in the near future it
is likely that our Lloyd's operations will be placed into runoff.

We do not currently have sufficient capital to provide continued financial
support to permit us to continue to operate Syndicates 839 and 44 at Lloyd's. We
have recently authorized the senior management of our Lloyd's operations to
pursue other alternatives to obtaining future capital support. In the event that
we are unable to raise substitute capital or to transfer our ownership to an
entity with adequate financial strength to support the continued operations, it
is likely that Lloyd's will withdraw the authority of these syndicates to
continue to write business and we will


                                       29
<PAGE>


place these syndicates in runoff. There can be no assurance that there will be
any proceeds derived from Trenwick's Lloyd's operations in the event that they
are placed in runoff.

Our ability to attract and retain key management personnel has been negatively
affected.

We have experienced the loss of several senior executive officers in the last
year. A number of executive positions at Trenwick and its subsidiaries,
including Trenwick's Chief Executive Officer and Chief Actuary positions, are
now being filled by consultants under short term arrangements. Our ability to
operate our business has been, and will continue to be, dependent on our ability
to retain the services of our existing key senior executive officers and to
attract and retain additional qualified personnel in the future as employees and
consultants. The loss of the services of any of our key executive officers or
the inability to hire and retain other highly qualified personnel in the future
could adversely affect our ability to conduct our business. Our financial
situation and that of our subsidiaries has accelerated turnover of our
experienced employees and has made it and likely will continue to make it
difficult to retain key employees.

Our reinsurers may not satisfy their obligations to us.

Our business model relied to a large extent on reinsurance to reduce our
underwriting risk. As of March 31, 2003, our reinsurance recoverable balance was
approximately $1.8 billion. Our subsidiaries are subject to credit risk with
respect to their reinsurers because the transfer of risk to a reinsurer does not
relieve the insurers of their liability to the insureds. In addition, reinsurers
may be unwilling to pay our insurance company subsidiaries even though they have
the financial resources and are contractually obligated to do so. Unfavorable
arbitration decisions or the failure of one or more of the reinsurers to honor
their obligations or make timely payments would impact our subsidiaries' cash
flow and could cause us to incur significant losses. In the event of the
rehabilitation, supervision, conservation or liquidation of any of our insurance
company subsidiaries, we may not be able to influence the outcome of the
collectibility of reinsurance recoverables, in that it will be the
responsibility of the regulators supervising such proceedings.

If actual claims exceed our loss reserves, our financial results could be
significantly adversely affected.

We establish loss reserves to cover our estimated liability for the payment of
all losses and loss expenses incurred with respect to premiums earned on the
policies that we write. We utilize actuarial models as well as historical
insurance industry loss development patterns to establish appropriate loss
reserves, as well as estimates of future trends in claims severity, frequency
and other factors. Establishing an appropriate level of loss reserves is an
inherently uncertain process. Accordingly, actual claims and claim expenses paid
will likely deviate, perhaps substantially, from the reserve estimates reflected
in our consolidated financial statements.

In 2002 we increased our loss reserves for unpaid claims and claims expenses by
$285.1 million. The reserve increases reflect a reassessment of our reserves in
light of recent reported loss activity trends across our major business groups.

Our results of operations and financial condition depend upon our ability to
assess accurately the potential losses associated with the risks that we insure
and reinsure. To the extent actual claims continue to exceed our expectations,
we will be required to immediately recognize the less favorable experience. This
could cause a material increase in our liabilities and a reduction in our
profitability, including an operating loss and reduction of capital in the
period in which such action occurs.


                                       30
<PAGE>


The effects of emerging claim and coverage issues on our business are uncertain.

As industry practices and legal, judicial, social and other environmental
conditions change, unexpected and unintended issues related to claims and
coverage may emerge. These issues may adversely affect our business by either
extending coverage beyond our underwriting intent or by increasing the number or
size of claims. In some instances, these changes may not become apparent until
some time after we have issued insurance or reinsurance contracts that are
affected by the changes. As a result, the full extent of liability under our
insurance or reinsurance contracts may not be known for many years after a
contract is issued.

The regulatory system under which we operate, and potential changes thereto,
could have a material adverse effect on our business.

Our insurance and reinsurance subsidiaries may not be able to obtain or maintain
necessary licenses, permits, authorizations or accreditations in locales where
we currently engage in business, or may be able to do so only at significant
cost. In addition, we may not be able to comply fully with, or obtain
appropriate exemptions from, the wide variety of laws and regulations applicable
to insurance or reinsurance companies or holding companies. As a result of the
events of the past several months, we are presently in discussions with, or
subject to orders issued by, insurance regulators in all of the jurisdictions in
which we and our insurance company subsidiaries are domiciled. Our inability to
comply with or to obtain appropriate authorizations and/or exemptions under any
applicable laws, regulations or orders could result in further restrictions on
our ability to do business and could subject us to fines and other sanctions
including the ceasing of our ongoing operations.

Recent events may result in political, regulatory and industry initiatives which
could adversely affect our business.

The supply of insurance and reinsurance coverage has decreased due to withdrawal
of capacity and substantial reductions in capital resulting from, among other
things, the terrorist attacks of September 11, 2001. This tightening of supply
may result in governmental intervention in the insurance and reinsurance
markets, both in the United States and worldwide. For example, on November 26,
2002, the Terrorism Risk Insurance Act was enacted to ensure the availability of
insurance coverage for certain specific terrorist acts in the United States.
This law requires insurers writing certain lines of property and casualty
insurance to offer coverage against certain acts of terrorism causing damage
within the United States or to United States flagged vessels or aircraft. In
return, the law requires the federal government to indemnify such insurers for
90% of insured losses resulting from covered acts of terrorism, subject to a
premium-based deductible. The law expires automatically at the end of 2005.
Currently there is a great deal of uncertainty as to what effect the law will
have on the insurance industry. We are currently unable to predict the extent to
which the foregoing and other new initiatives may affect the demand for our
products or the risks which may be available for us to consider underwriting. At
the same time, threats of further terrorist attacks and the military initiatives
and political unrest in the Middle East and Asia have adversely affected general
economic, market and political conditions, increasing many of the risks
associated with the insurance markets worldwide.

The insurance and reinsurance business is historically cyclical, and we expect
to experience periods with excess underwriting capacity and unfavorable premium
rates.


                                       31
<PAGE>


Currently, only our Lloyd's operations continue to actively pursue new insurance
business. Historically, insurers and reinsurers have experienced significant
fluctuations in operating results due to competition, frequency of occurrence or
severity of catastrophic events, levels of capacity, general economic conditions
and other factors. The supply of insurance and reinsurance is related to
prevailing prices, the level of insured losses and the level of industry surplus
which, in turn, may fluctuate in response to changes in rates of return on
investments being earned in the insurance and reinsurance industry. As a result,
the property and casualty insurance and reinsurance industry historically has
been a cyclical industry characterized by periods of intense price competition
due to excessive underwriting capacity as well as periods when shortages of
capacity permitted favorable premium levels. Although premium levels for many
products have increased recently, the supply of insurance and reinsurance may
increase, either by capital provided by new entrants or by the commitment of
additional capital by existing insurers or reinsurers, which may cause prices to
decrease. Any of these factors could lead to a significant reduction in premium
rates, less favorable policy terms and fewer submissions for our underwriting
services. In addition to these considerations, changes in the frequency and
severity of losses suffered by insureds and insurers may affect the cycles of
the insurance and reinsurance business significantly, and we expect to
experience the effects of such cyclicality.

Applicable insurance laws may make it difficult to effect a change of control of
our company.

Before a person can acquire control of a U.S. insurance company, prior written
approval must be obtained from the insurance commissioner of the state where the
domestic insurer is domiciled. Prior to granting approval of an application to
acquire control of a domestic insurer, the state insurance commissioner will
consider such factors as the financial strength of the applicant, the integrity
and management of the applicant's board of directors and executive officers, the
acquiror's plans for the management of the applicant's board of directors and
executive officers, the acquiror's plans for the future operations of the
domestic insurer and any anti-competitive results that may arise from the
consummation of the acquisition of control. Generally, state statutes provide
that control over a domestic insurer is presumed to exist if any person,
directly or indirectly, owns, controls, holds with the power to vote, or holds
proxies representing, 10% or more of the voting securities of the domestic
insurer. Because a person acquiring 10% or more of our common shares would
indirectly control the same percentage of the stock of our U.S. insurance
company, the insurance change of control laws of Connecticut, New York and North
Dakota would likely apply to such a transaction.

U.S. persons who own our common shares may have more difficulty in protecting
their interests than U.S. persons who are shareholders of a U.S. corporation.

The Bermuda Companies Act, which applies to us, differs in certain material
respects from laws generally applicable to U.S. corporations and their
shareholders. Set forth below is a summary of certain significant provisions of
the Companies Act which includes, where relevant, information on modifications
thereto adopted pursuant to our bye-laws, applicable to us, which differ in
certain respects from provisions of Delaware corporate law. Because the
following statements are summaries, they do not discuss all aspects of Bermuda
law that may be relevant to us and our shareholders.

Interested Directors. Under Bermuda law and our bye-laws, a transaction entered
into by us, in which a director has an interest, will not be voidable by us, and
such director will not be liable to us for any profit realized pursuant to such
transaction, provided the nature of the interest is disclosed at the first
opportunity at a meeting of directors, or in writing to the directors. In


                                       32
<PAGE>


addition, our bye-laws allow a director to be taken into account in determining
whether a quorum is present and to vote on a transaction in which that director
has an interest following a declaration of the interest pursuant to the
Companies Act provided that the director is not disqualified from doing so by
the chairman of the meeting. Under Delaware law, such transaction would not be
voidable if:

      o     The material facts as to such interested director's relationship or
            interests were disclosed or were known to the board of directors and
            the board of directors in good faith authorized the transaction by
            the affirmative vote of a majority of the disinterested directors;

      o     Such material facts were disclosed or were known to the shareholders
            entitled to vote on such transaction and the transaction was
            specifically approved in good faith by vote of the majority of
            shares entitled to vote thereon; or

      o     The transaction was fair as to the corporation as of the time it was
            authorized, approved or ratified.

Certain Transactions with Significant Shareholders. As a Bermuda company, we may
enter into certain business transactions with our significant shareholders,
including asset sales, in which a significant shareholder receives, or could
receive, a financial benefit that is greater than that received, or to be
received, by other shareholders with prior approval from our board of directors
but without obtaining prior approval from our shareholders.

Shareholders' Suits. The rights of shareholders under Bermuda law are not as
extensive as the rights of shareholders in many U.S. jurisdictions. Class
actions and derivative actions are generally not available to shareholders under
the laws of Bermuda. However, the Bermuda courts ordinarily would be expected to
follow English case law precedent, which would permit a shareholder to commence
an action in the name of the company to remedy a wrong done to the company where
an act is alleged to be beyond the corporate power of the company, is illegal or
would result in the violation of our memorandum of association or bye-laws.
Furthermore, courts would review acts that are alleged to constitute a fraud
against the minority shareholders or where an act requires the approval of a
greater percentage of our shareholders than actually approved it. The winning
party in such an action generally would be able to recover a portion of
attorneys' fees incurred in connection with such action. Our bye-laws provide
that shareholders waive all claims or rights of action that they might have,
individually or in the right of the company, against any director or officer for
any act or failure to act in the performance of such director's or officer's
duties, except with respect to any fraud or dishonesty of such director or
officer.

Indemnification of Directors and Officers. Under Bermuda law and our bye-laws,
we may indemnify our directors, officers or any other person appointed to a
committee of the board of directors (and their respective heirs, executors or
administrators) to the full extent permitted by law against all actions, costs,
charges, liabilities, loss, damage or expense incurred or sustained by such
person by reason of any act done, concurred in or omitted in the conduct of our
business or in the discharge of his/her duties; provided that such
indemnification shall not extend to any matter in which any of such persons is
found, in a final judgment or decree not subject to appeal, to have committed
fraud or dishonesty.


Trenwick is a Bermuda company and it may be difficult for you to enforce
judgments against it or its directors and executive officers.

We are incorporated pursuant to the laws of Bermuda and our business is based in
Bermuda. In addition, certain of our current and former directors and officers
may reside outside the United States, and all or a substantial portion of our
assets and the assets of such persons are located in jurisdictions outside the
United States. As such, it may be difficult or impossible to effect service


                                       33
<PAGE>


of process within the United States upon us or those persons or to recover
against us or them on judgments of U.S. courts, including judgments predicated
upon civil liability provisions of the U.S. federal securities laws. Further, no
claim may be brought in Bermuda against us or our directors and officers in the
first instance for violation of U.S. federal securities laws because these laws
have no extraterritorial jurisdiction under Bermuda law and do not have force of
law in Bermuda. A Bermuda court may, however, impose civil liability on us or
our directors and officers if the facts alleged in a complaint constitute or
give rise to a cause of action under Bermuda law.

Further, there is no treaty in effect between the United States and
Bermuda providing for the enforcement of judgments of U.S. courts, and
there are grounds upon which Bermuda courts may not enforce judgments
of U.S. courts.  Because judgments of U.S. courts are not automatically
enforceable in Bermuda, it may be difficult for you to recover against
us based upon such judgments.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Trenwick reviewed the change in its exposure to market risks since December 31,
2002. In addition, the components of its investment holdings and its risk
management strategy and objectives have not materially changed. Therefore,
Trenwick believes that the potential for loss in each market risk sector
described in its Annual Report on Form 10-K for the year ended December 31, 2002
has not materially changed.

ITEM 4.  CONTROLS AND PROCEDURES

Within the 90 days prior to the filing date of this report, Trenwick carried out
an evaluation, under the supervision and with the participation of our
management, including the Acting Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Rule 13a-15 promulgated under the Securities
and Exchange Act of 1934. Based on that evaluation, our management, including
the Acting Chief Executive Officer and Chief Financial Officer, concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic reports to be filed
with the Securities and Exchange Commission. In addition, there have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies or
material weaknesses. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.


                                       34
<PAGE>


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      Trenwick is party to various legal proceedings generally arising in the
normal course of its business. Trenwick does not believe that the eventual
outcome of any such proceeding will have a material effect on its financial
condition or business. Trenwick's subsidiaries are regularly engaged in the
investigation and the defense of claims arising out of the conduct of their
business. Pursuant to Trenwick's insurance and reinsurance arrangements,
disputes are generally required to be finally settled by arbitration.

Item 2. Changes in Securities and Use of Proceeds

      As discussed above in Part I, Item 2 -- "Management's Discussion and
      Analysis of Financial Condition and Results of Operations - Financings,
      Financing Capacity and Capitalization," the December 2002 amendments to
      Trenwick's credit agreement prohibit Trenwick from declaring or paying any
      dividends on its common shares.

Item 3. Defaults Upon Senior Securities

      None.

Item 4. Submission of Matters to a Vote of Security Holders

      None.

Item 5. Other Information

      On May 5, 2003 Clement S. Dwyer, Jr. resigned as a member of Trenwick's
      Board of Directors.

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

            10.1  Fifth Amendment to the Credit Agreement, dated as of January
                  16, 2003, among Trenwick America Corporation, Trenwick
                  Holdings Limited, Trenwick UK Holdings Limited, the lending
                  institutions from time to time party to the Credit Agreement,
                  Wachovia Bank, National Association and JPMorgan Chase Bank.
                  Incorporated by reference to Exhibit 99.1 to Trenwick Group
                  Ltd.'s Current Report on Form 8-K, filed on March 18, 2003
                  (File No. 1-16089).

            10.2  Fifth Amendment and Consent to the Holdings Guaranty, dated as
                  of January 16, 2003, among Trenwick Group, Ltd. and the
                  lending institutions from time to time party to the Credit
                  Agreement. Incorporated by reference to Exhibit 99.2 to
                  Trenwick Group Ltd.'s Current Report on Form 8-K, filed on
                  March 18, 2003 (File No. 1-16089).


                                       35
<PAGE>


            10.3  Agreement, dated January 28, 2003, between James F. Billett
                  and Trenwick Group Ltd. Incorporated by reference to Exhibit
                  99.3 to Trenwick Group Ltd.'s Current Report on Form 8-K,
                  filed on March 18, 2003 (File No. 1-16089).

            10.4  Sixth Amendment and Waiver to the Credit Agreement, dated as
                  of January 27, 2003, among Trenwick America Corporation,
                  Trenwick Holdings Limited, Trenwick UK Holdings Limited, the
                  lending institutions from time to time party to the Credit
                  Agreement, Wachovia Bank, National Association and JPMorgan
                  Chase Bank. Incorporated by reference to Exhibit 99.4 to
                  Trenwick Group Ltd.'s Current Report on Form 8-K, filed on
                  March 18, 2003 (File No. 1-16089).

            10.5  Sixth Amendment and Consent to the Holdings Guaranty, dated as
                  of January 27, 2003, among Trenwick Group Ltd. and the lending
                  institutions form time to time party to the Credit Agreement.
                  Incorporated by reference to Exhibit 99.5 to Trenwick Group
                  Ltd.'s Current Report on Form 8-K, filed on March 18, 2003
                  (File No. 1-16089).

            10.6  Seventh Amendment and Waiver to the Credit Agreement, dated as
                  of March 7, 2003, among Trenwick America Corporation, Trenwick
                  Holdings Limited, Trenwick UK Holdings Limited, the lending
                  institutions from time to time party to the Credit Agreement,
                  Wachovia Bank, National Association and JPMorgan Chase Bank.
                  Incorporated by reference to Exhibit 99.6 to Trenwick Group
                  Ltd.'s Current Report on Form 8-K, filed on March 18, 2003
                  (File No. 1-16089).

            10.7  Seventh Amendment to the Holdings Guaranty, dated as of March
                  7, 2003, among Trenwick Group Ltd. and the lending
                  institutions form time to time party to the Credit Agreement.
                  Incorporated by reference to Exhibit 99.7 to Trenwick Group
                  Ltd.'s Current Report on Form 8-K, filed on March 18, 2003
                  (File No. 1-16089).

            10.8  Fourth Waiver to the Credit Agreement, dated as of March 14,
                  2003, among Trenwick America Corporation, Trenwick Holdings
                  Limited, Trenwick UK Holdings Limited, the lending
                  institutions from time to time party to the Credit Agreement,
                  Wachovia Bank, National Association and JPMorgan Chase Bank.
                  Incorporated by reference to Exhibit 99.8 to Trenwick Group
                  Ltd.'s Current Report on Form 8-K, filed on March 18, 2003
                  (File No. 1-16089).

            10.9  Fifth Waiver to the Credit Agreement, dated as of March 21,
                  2003, among Trenwick America Corporation, Trenwick Holdings
                  Limited, Trenwick UK Holdings Limited, the lending
                  institutions from time to time party to the Credit Agreement,
                  Wachovia Bank, National Association, Fleet National Bank and
                  JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.1
                  to the Company's Current Report on Form 8-K, filed on April
                  10, 2003. (File No. 1-16089)


                                       36
<PAGE>


            10.10 Eighth Amendment to the Holdings Guaranty, dated as of March
                  24, 2003, among Trenwick Group Ltd. and the lending
                  institutions party to the Credit Agreement. Incorporated by
                  reference to Exhibit 99.2 to the Company's Current Report on
                  Form 8-K, filed on April 10, 2003. (File No. 1-16089)

            10.11 Eighth Amendment and Waiver to the Credit Agreement, dated as
                  of March 28, 2003, among Trenwick America Corporation,
                  Trenwick Holdings Limited, Trenwick UK Holdings Limited, the
                  lending institutions from time to time party to the Credit
                  Agreement, Wachovia Bank, National Association, Fleet National
                  Bank and JPMorgan Chase Bank. Incorporated by reference to
                  Exhibit 99.3 to the Company's Current Report on Form 8-K,
                  filed on April 10, 2003. (File No. 1-16089)

            10.12 Ninth Amendment to the Holdings Guaranty, dated as of March
                  28, 2003, among Trenwick Group Ltd. and the lending
                  institutions party to the Credit Agreement. Incorporated by
                  reference to Exhibit 99.4 to the Company's Current Report on
                  Form 8-K, filed on April 10, 2003. (File No. 1-16089)

            10.13 Ninth Amendment and Waiver to the Credit Agreement, dated as
                  of April 8, 2003, among Trenwick America Corporation, Trenwick
                  Holdings Limited, Trenwick UK Holdings Limited, the lending
                  institutions from time to time party to the Credit Agreement,
                  Wachovia Bank, National Association, Fleet National Bank and
                  JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.5
                  to the Company's Current Report on Form 8-K, filed on April
                  10, 2003. (File No. 1-16089)

            10.14 Tenth Amendment and Consent to the Holdings Guaranty, dated as
                  of April 8, 2003, among Trenwick Group Ltd. and the lending
                  institutions party to the Credit Agreement. Incorporated by
                  reference to Exhibit 99.6 to the Company's Current Report on
                  Form 8-K, filed on April 10, 2003. (File No. 1-16089)

            10.15 Eleventh Amendment and Consent to the Holdings Guaranty, dated
                  as of April 16, 2003, among Trenwick Group Ltd. and the
                  lending institutions party to the Credit Agreement.*

            10.16 Agreement between the New York Insurance Department and The
                  Insurance Corporation of New York dated May 5, 2003.*

            99.1  Certification of Acting Chief Executive Officer.*

            99.2  Certification of Chief Financial Officer.*

*     Filed herewith

(b)   Reports on Form 8-K


                                       37
<PAGE>


Trenwick filed Current Reports on Form 8-K on the following dates during the
first quarter of 2003:

      March 18, 2003, reporting (a) certain amendments to Trenwick's credit
      agreement and related guaranty, (b) Trenwick's delivery of notice to the
      holder of Trenwick's Series B Cumulative Perpetual Preferred Shares that
      Trenwick's GAAP net worth had fallen below $225 million and that a Net
      Worth Conversion Event would occur on April 21, 2003 if Trenwick's GAAP
      net worth did not equal or exceed $225 million on or before such date, (c)
      certain risk-based capital (RBC) and statutory capital impairment issues
      relating to Trenwick's subsidiaries Trenwick America Reinsurance
      Corporation and The Insurance Corporation of New York, and discussions
      with the insurance departments of Connecticut and New York relating
      thereto, (d) the receipt by Trenwick of notice from the New York Stock
      Exchange of the potential suspension from trading and delisting of
      Trenwick's common shares and the Series A Preferred Shares of LaSalle Re
      Holdings Limited and (e) the contribution of the Oak Entities to LaSalle
      Re Limited.

      March 21, 2003, reporting the suspension from trading and delisting by the
      New York Stock Exchange of the common shares of Trenwick and the Series A
      Preferred Shares of LaSalle Re Holdings Limited.


                                       38
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    TRENWICK GROUP LTD.



Date: May 14, 2003          By:     /s/  W. Marston Becker
                               -----------------------------------------
                                    Name: W. Marston Becker
                                    Title:   Acting Chairman and
                                             Acting Chief Executive Officer

Date:  May 14, 2003         By:     /s/ Alan L. Hunte
                               -----------------------------------------
                                    Name: Alan L. Hunte
                                    Title:   Executive Vice President and
                                             Chief Financial Officer


                                       39
<PAGE>

                 CERTIFICATION OF ACTING CHIEF EXECUTIVE OFFICER

I, W. Marston Becker, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Trenwick Group
     Ltd. (the "Registrant");

     2. Based on my knowledge, this Quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

     3. Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Registrant as of, and for, the periods presented in this
     quarterly report;

     4. The Registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a. Designed such disclosure controls and procedures to ensure that material
     information relating to the Registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b. Evaluated the effectiveness of the Registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c. Presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent function):

     a. All significant deficiencies in the design or operation of internal
     controls which could adversely affect the Registrant's ability to record,
     process, summarize and report financial data and have identified for the
     Registrant's auditors any material weaknesses in internal controls; and

     b. Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the Registrant's internal
     controls; and

     6. The Registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    May 14, 2003
      /s/ W. Marston Becker
      ---------------------------------
         W. Marston Becker
         Acting Chief Executive Officer


                                       40
<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Alan L. Hunte, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Trenwick Group
     Ltd. (the "Registrant");

     2. Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

     3. Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Registrant as of, and for, the periods presented in this
     quarterly report;

     4. The Registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a. Designed such disclosure controls and procedures to ensure that material
     information relating to the Registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b. Evaluated the effectiveness of the Registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c. Presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent function):

a.   All significant deficiencies in the design or operation of internal
     controls which could adversely affect the Registrant's ability to record,
     process, summarize and report financial data and have identified for the
     Registrant's auditors any material weaknesses in internal controls; and

b.   Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the Registrant's internal
     controls; and

     6.   The Registrant's other certifying officer and I have indicated in this
          quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date: May 14, 2003

       /s/ Alan L. Hunte
       ------------------------------
         Alan L. Hunte
         Executive Vice President and
         Chief Financial Officer


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