Exhibit 10.3


               SECOND AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT


     SECOND  AMENDMENT  AND WAIVER TO THE CREDIT  AGREEMENT  (the  "Amendment"),
dated as of November 5, 2001,  among TRENWICK  AMERICA  CORPORATION,  a Delaware
corporation (the "Borrower"),  TRENWICK HOLDINGS  LIMITED.,  a company organized
under  the  laws of the  United  Kingdom  (the  "Account  Party"),  the  lending
institutions  from time to time party thereto (each a "Bank" and,  collectively,
the "Banks"),  FIRST UNION NATIONAL BANK, as Syndication Agent (the "Syndication
Agent"),  FLEET  NATIONAL  BANK,  as  Documentation  Agent  (the  "Documentation
Agent"),   and  JPMORGAN  CHASE  BANK  (f/k/a  The  Chase  Manhattan  Bank),  as
Administrative  Agent (the  "Administrative  Agent").  Unless otherwise  defined
herein,  capitalized  terms  used  herein and  defined  in the Credit  Agreement
referred to below are used herein as so defined


                              W I T N E S S E T H :
                              - - - - - - - - - -


     WHEREAS, the Borrower, the Account Party, the Banks, the Syndication Agent,
the  Documentation  Agent  and the  Administrative  Agent  are party to a Credit
Agreement,  dated  as of  November  24,  1999 and  amended  and  restated  as of
September 27, 2000 (as the same has been amended,  modified or supplemented  to,
but not including, the date hereof, the "Credit Agreement");

     WHEREAS,  the Trenwick  Group Ltd., a company  organized  under the laws of
Bermuda  ("Holdings")  and the  Administrative  Agent  entered  into a  Holdings
Guaranty, dated as of September 27, 2000 (as the same has been amended, modified
or supplemented to, but not including, the date hereof, the "Holdings Guaranty")
in order to induce the Banks to make Loans to the Borrower and issue  Letters of
Credit for the  account  of the  Account  Party and  Guaranteed  Creditors  (and
Lending  Affiliates  thereof) to enter into Interest Rate Protection  Agreements
and Other Hedging Agreements with the Borrower and/or the Account Party; and

     WHEREAS,  subject to the terms and conditions set forth below,  the parties
hereto wish to amend the Credit Agreement as provided herein;

     NOW, THEREFORE, it is agreed;

A.   Waivers

     1. The Banks  hereby  waive any Event of Default that may have arisen under
the Credit  Agreement  solely as a result of  Holdings'  failure to comply  with
Sections 4.13, 4.14(b) (solely with respect to Chartwell  Insurance Company) and
4.16 of the Holdings Guaranty for the period from September 30, 2001 through the
Amendment Effective Date (as defined below).


<PAGE>


B.   Amendments

     1. Section  4.02(i)(b)  of the Credit  Agreement  is hereby  amended by (i)
inserting the  reference  "(x)"  immediately  preceding  the  percentage  "100%"
appearing  in said Section and (ii)  inserting  the text "or (y) 50% of the cash
proceeds (net of underwriting  discounts and  commissions  and other  reasonable
fees and costs  associated  therewith)  of such sale or issuance or cash capital
contributions  with the written  consent of the Required Banks prior to any such
sale or issuance or cash capital contributions" immediately following the second
parenthetical clause appearing therein.

     2.  The  definition  of the term  "Applicable  Commitment  Fee  Percentage"
contained  in  Schedule  I to the  Credit  Agreement  is hereby  amended  by (i)
inserting the phrase "Category F Period"  immediately below the phrase "Category
E Period" in the column "Applicable Period" appearing therein and (ii) inserting
the percentage "0.500%"  immediately below the percentage "0.500%" in the column
"Applicable Commitment Fee Percentage" appearing therein.

     3. The  definition  of the term  "Applicable  Credit  Rating"  contained in
Schedule I to the  Credit  Agreement  is hereby  amended  by  deleting  the text
"BBB-/Baa3" appearing therein and inserting the text "BB+/Ba1" in lieu thereof.

     4. The definition of the term "Applicable  Margin"  contained in Schedule I
to the Credit Agreement is hereby amended to read in its entirety as follows:

          "Applicable  Margin"  shall mean,  for any day, the rate per annum set
     forth below opposite the Applicable Period then in effect:

                                             Applicable Margin
          Applicable Period      Eurodollar Loans       Base Rate Loans

          Category A Period         1.10%                   0.00%
          Category B Period         1.30%                   0.05%
          Category C Period         1.50%                   0.25%
          Category D Period         2.00%                   0.75%
          Category E Period         2.50%                   1.25%
          Category F Period         3.25%                   2.00%

     ; provided that,  solely for the purpose of the Term Loans, each Applicable
     Margin  shall be increased by the rate per annum set forth below during the
     period set forth opposite such rate per annum:

                       Period                              Percentage
         July 1, 2002 through September 30, 2002             0.50%
         October 1, 2002 through December 31, 2002           1.00%
         January 1, 2003 through March 31, 2003              1.50%
         April 1, 2003 and thereafter                        2.00%."


                                      -2-
<PAGE>


     5. The definition of the term "Applicable  Period"  contained in Schedule I
to the Credit Agreement is hereby amended to read in its entirety as follows:

          "Applicable  Period"  shall  mean,  at any time,  the period set forth
     below then in effect:

        Applicable Period                       Criteria
        -----------------                       --------

        Category A Period        The Applicable Credit Rating is A-/A3 or above.

        Category B Period        The Applicable Credit Rating is BBB+/Baa1.

        Category C Period        The Applicable Credit Rating is BBB/Baa2.

        Category D Period        The Applicable Credit Rating is BBB-/Baa3.

        Category E Period        The Applicable Credit Rating is BB+/Ba1

        Category F Period        None of a  Category  A Period,  a Category B
                                 Period,  a Category  C Period,  a Category D
                                 Period  nor a Category E Period is in effect
                                 at such time.

          Notwithstanding  anything to the contrary set forth above,  if neither
     Rating  Agency rates the unsecured  senior debt of the  Borrower,  then the
     Applicable Period shall be a Category F Period."

     6. The definition of the term "Holdings Cash Flow"  contained in Schedule I
to the Credit Agreement is hereby amended to read in its entirety as follows:

          "Holdings  Cash Flow" shall mean,  for any period,  the sum of (i) for
     each  Specified  Regulated  Insurance  Company,  the  aggregate  amount  of
     ordinary dividends which such Specified  Regulated  Insurance Company could
     pay to its parent  corporation under Legal  Requirements as of the last day
     of such period  (determined  as if (x) such Specified  Regulated  Insurance
     Company had not paid any ordinary dividends during such period and (y) each
     Subsidiary  of  such  Specified  Regulated  Insurance  Company  which  is a
     Regulated  Insurance  Company had paid dividends to its parent  corporation
     during such period in an amount  equal to the maximum  amount of  dividends
     payable by such  Subsidiary  during  such  period  under  applicable  Legal
     Requirements)  plus the  aggregate  amount of any  extraordinary  dividends
     actually paid by such Specified  Regulated  Insurance Company to its parent
     corporation  during  such  period,  (ii)  for  each  Specified  Foreign  or
     Non-Regulated  Company,  (x) the  greater of (A) zero and (B) the EBITDA of
     such Specified Foreign or Non-Regulated  Company for such period, minus (y)
     the  amount  of  capital  contributions  and  intercompany  loans  made  by
     Holdings, the Borrower or any Specified Regulated Insurance Company to such
     Specified  Foreign or  Non-Regulated  Company on or after  October 1, 2001,
     (iii) tax sharing payments made by Regulated  Insurance Companies which are
     Domestic Subsidiaries directly to Holdings or


                                      -3-
<PAGE>


     any  Specified  Non-Regulated  Company  during such period (less cash taxes
     paid by Holdings during such period),  and (iv) payments during such period
     of principal  and interest on surplus  notes issued by Regulated  Insurance
     Companies  which are  Domestic  Subsidiaries  to Holdings or any  Specified
     Non-Regulated Company."

     7.  The  definition  of the  term  "Trust  Preferred  Securities  Purchase"
contained in Schedule I to the Credit Agreement is hereby amended to read in its
entirety as follows:

          "Trust Preferred  Securities  Purchase" shall mean the purchase by one
     or more Subsidiaries of Holdings of approximately $23,700,000 of face value
     Trust Preferred Securities for approximately $18,000,000 in cash during the
     fiscal  quarter  ending  December 31, 2000,  and the fiscal  quarter ending
     March 31, 2001.

     8.  Schedule I to the Credit  Agreement is hereby  amended by inserting the
following definition in the appropriate alphabetical order:

          "Quarterly Compliance Date" shall mean the earlier of (i) May 15, 2002
     and (ii) the date on which  Holdings  delivers to each Bank the  compliance
     certificate  for the fiscal  quarter  ending March 31, 2002,  in accordance
     with Section 3.01(d) of the Holdings Guaranty."

C.   Miscellaneous Provisions

     1. In order to induce the Banks to enter into this  Amendment,  each of the
Borrower  and the  Account  Party  hereby  represent  and  warrant  on behalf of
themselves and their respective  Subsidiaries that (i) the  representations  and
warranties  of  contained  in Section 2 of the  Holdings  Guaranty  are true and
correct in all material  respects on and as of the Amendment  Effective Date (as
defined  below)  (except  with  respect to any  representations  and  warranties
limited by their  terms to a specific  date,  which shall be true and correct in
all  material  respects  as of such date),  and (ii) there  exists no Default or
Event of Default under the Credit Agreement on the Amendment  Effective Date, in
each case after giving effect to this Amendment.

     2. This  Amendment  is limited as  specified  and shall not  constitute  an
amendment,  modification,  acceptance  or waiver of any other  provision  of the
Credit Agreement or any other Credit Document.

     3. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     4. This  Amendment  shall  become  effective  on the date  (the  "Amendment
Effective Date") when (i) the Borrower, the Account Party and the Required Banks
shall  have  signed  a  counterpart   hereof  (whether  the  same  or  different
counterparts) and shall have delivered (including by way of telecopier) the same
to the  Administrative  Agent and (ii)  Holdings  and the  Required  Banks  have
consented to the Second  Amendment to the Holdings  Guaranty  dated  November 5,
2001 (the "Holdings Guaranty Amendment").


                                      -4-
<PAGE>


     5. The Borrower  hereby agrees to pay each Bank which  delivers an executed
copy of this  Amendment  and the Holdings  Guaranty  Amendment  (by hard copy or
facsimile) to the  Administrative  Agent by no later than 12:00 (Noon) (New York
time) on November 12, 2001,  a fee (the  "Amendment  Fee") in an amount equal to
0.25% of the  outstanding  principal  amount of Term Loans and L/C Commitment of
such Bank,  which  Amendment Fee shall be due and payable on the first  Business
Day  following  the date on which the  Required  Banks shall have  executed  and
delivered this Amendment and the Holdings Guaranty Amendment.

     6. From and after the  Amendment  Effective  Date,  all  references  in the
Credit  Agreement  and in the  other  Credit  Documents  shall be  deemed  to be
referenced to the Credit Agreement as modified hereby.


                                      * * *


                                      -5-
<PAGE>


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


                                     TRENWICK AMERICA CORPORATION


                                     By:  /s/ David M. Finkelstein
                                        ----------------------------------------
                                          Name:  David M. Finkelstein
                                          Title:  Vice President & Treasurer



                                     TRENWICK HOLDINGS LIMITED



                                     By:  /s/ Ginette Handfield
                                        ----------------------------------------
                                          Name:  Ginette Handfield
                                          Title:  Finance Director





                                            [Bank Signature Pages Omitted]