AMENDED AND RESTATED AGREEMENT

THIS  AMENDED AND RESTATED  AGREEMENT  is made as of the 26th day of  September,
2000  (the  "Agreement"),  by  and  between  Trenwick  Group  Inc.,  a  Delaware
corporation  with a principal  place of business in Stamford,  Connecticut  (the
"Company"),   and   ((FirstName))   ((LastName))>>  of ((Address1))((Address2)),
((City)),  ((State))  ((PostalCode))((Country))  ("Executive")  and  amends  and
restates the Agreement, dated as of November 3, 1999, by and between the Company
and the Executive (the "Original Agreement").

WHEREAS,  the  Executive  is a key  employee  of  the  Company  or  one  of  its
subsidiaries;

WHEREAS,  the Company  believes  that the  maintenance  of sound  management  is
essential to protecting and enhancing the business and operations of the Company
and is in the best interests of the Company and its  shareholders and recognizes
that the  possibility  of a change of control raises  uncertainty  and questions
among its key  employees  that could result in, or lead to, the loss of such key
employees or their  distraction  from their duties,  all to the detriment of the
Company and its shareholders;

WHEREAS, the Company wishes to assure that it will have the continued dedication
of the Executive as a key employee of the Company or one of its subsidiaries and
the continued  availability  of the  Executive's  advice,  counsel and services,
notwithstanding  the  possibility,  threat or actual  occurrence  of a change of
control of the Company,  and to induce the Executive to remain as a key employee
of the Company or one of its subsidiaries; and

WHEREAS,  the  Executive is willing to continue to be employed by the Company or
one of its subsidiaries,  taking into  consideration the terms and conditions of
this   Agreement  and,  to  induce  the  Company  to  make  the  agreements  and
undertakings  set forth in this  Agreement,  hereby agrees to the  provisions in
Section 5 of this  Agreement  concerning,  among other things,  confidentiality,
trade secrets, non-solicitation and non-competition.

NOW,  THEREFORE,  in consideration  of the mutual terms and covenants  contained
herein, the receipt and sufficiency of which the parties acknowledge and accept,
the Company and the Executive hereby agree as follows:

1.       DEFINITIONS.
         -----------

For purposes of this Agreement,

(a)      A "Change  in  Control"  shall  be  deemed  to  have  occurred upon the
         earliest to happen of the following:



                                       1
<PAGE>

         (A)  The  acquisition,  in  one  or  more  transactions, of  beneficial
              ownership (within the meaning of Rule 13d-3 under  the  Securities
              Exchange  Act   of 1934 (the  "Exchange  Act")  by  any  person or
              entity  or any group of persons or entities who constitute a group
              (within the meaning of Rule 13d-3 of the Exchange Act), other than
              a  trustee  or  other   fiduciary  holding    securities under  an
              employee  benefit plan of the  Company or  a  subsidiary,  of  any
              securities of the Company if,  as a result  of  such  acquisition,
              such  person,  entity  or  group   either (i)   beneficially  owns
              (within  the  meaning  of  Rule 13d-3  under  the  Exchange  Act),
              directly  or   indirectly,  more   than   50% of  the    Company's
              outstanding voting securities entitled to vote on a  regular basis
              for  a  majority of the  members of the  Board or (ii)   otherwise
              has the ability  to elect,  directly or indirectly, a majority  of
              the members of the Board;

         (B)  A change in the  composition  of the Board such that a majority of
              the  members  of  the  Board  are  not  Continuing  Directors.   A
              "Continuing Director" means, as of any date of determination,  any
              member  of the Board who (i) was a member of the Board on the date
              of this Agreement, or (ii) was nominated and elected to such Board
              with  the  affirmative  vote  of  a  majority  of  the  Continuing
              Directors  who  were  members  of the  Board  at the  time of such
              nomination or election; or

         (C)  The   stockholders   of  the  Company  approve  (i)  a  merger  or
              consolidation  of the Company  with any other  corporation,  other
              than a merger or  consolidation  which would  result in the voting
              securities of the Company  outstanding  immediately  prior thereto
              continuing  to represent  (either by remaining  outstanding  or by
              being converted into voting securities of the surviving entity) at
              least 50% of the total  voting  power  represented  by the  voting
              securities  of the Company or such  surviving  entity  outstanding
              immediately after such merger or consolidation,  or (ii) a plan of
              complete  liquidation  of the Company or an agreement for the sale
              or disposition by the Company (in one or more transactions) of all
              or substantially all of the Company's assets.

(b)      Cause:  "Cause" shall mean:  (A) the  commission  by the  Executive  of
         any  felonious act or any other criminal act involving moral turpitude,
         dishonesty,  theft or  unethical business conduct, (B) the  willful and
         continued failure of the  Executive to substantially perform his duties
         (other  than as a  result  of  incapacity  due  to  physical  or mental
         injury or illness)  which duties the  Executive has  been  directed  in
         writing  to  perform  by  the  Board; (C)  willful  misconduct or gross
         negligence by the  Executive in  the  performance  of  the  Executive's
         duties, or (D) the failure of the Executive to comply with the policies
         or  procedures  of  the  Company.   No  action or failure to act by the
         Executive  shall  be  considered  "willful" if it is  determined by the
         Board to have been done by the  Executive in good faith  and  with  the
         reasonable  belief  that  the  Executive's action or omission is in the
         best interest of the Company.

(c)      Good  Reason:  "Good  Reason"  shall mean any of the  following  events
         provided that it occurred within ninety (90) days prior to the date the
         Executive gives notice pursuant to Section 2(c) of this Agreement:

                                       2
<PAGE>

         (A)   The    position  or  responsibilities  of    the   Executive  are
               significantly  reduced   (including,   without   limitation,  the
               elimination   of  his   position,   a  change  in  the  reporting
               responsibilities of his position, a substantial  reduction in the
               size of the Company or other substantial  change in the character
               or  scope  of the  Company's  operations),  or the  Executive  is
               assigned  without his written consent to any duties  inconsistent
               with his  position  with the  Company  immediately  prior to such
               assignment  or the  status  and  stature  of those  with whom the
               Executive   is  asked  to  work  or  the   position,   authority,
               responsibility  or type of work or the working  conditions  under
               which  the  Executive  is  assigned  is  inconsistent  with,  not
               comparable to, or reduced in status or altered in nature from the
               Executive's position immediately preceding the Change in Control;

         (B)   The  annual incentive compensation opportunity   provided  to the
               Executive  is  eliminated  or    significantly    reduced,    the
               Executive's  participation  level is  reduced  or the  manner  of
               assessing actual  performance is changed in a manner that results
               in the  Executive  earning  significantly  less annual  incentive
               compensation for a given period than he or she would have for the
               same period absent such change;

         (C)   The Executive's aggregate level of benefits under the Company's
               benefit plans is significantly reduced;

         (D)  The Company  fails to provide the  Executive  with  benefits  and
              perquisites which are  substantially  similar in the aggregate to
              those to which the Executive  is  entitled  under  the  Company's
              benefit plans in which the Executive was participating immediately
              prior to the Change in Control,  or fails to provide the Executive
              with directors' or officers' insurance, as applicable, at least at
              the level maintained immediately prior to the Change in Control;

         (E)  The Executive is required to change his regular work location to a
              location  that  requires the  Executive to commute a distance more
              than 50 miles  further  from the  Executive's  principal  place of
              employment existing at the time of the Change in Control; or

         (F)  The Company fails to pay the Executive any amount otherwise vested
              and due  hereunder or under any plan or policy of the Company,  or
              fails to comply with any other  provision of or perform any of its
              other obligations under this Agreement.

(d)      Date of  Termination:  "Date  of  Termination"  shall  mean  (A) if the
         Executive's employment is terminated by the Executive's death, the date
         of the Executive's  death, or by reason of the Executive's  Disability,
         the  date  all  of the  conditions  to  constitute  a  Disability  have
         occurred, (B) if the Executive's active employment is terminated by the
         Company  pursuant to Section 2(b),  whether or not for Cause,  the date
         specified  in the  Notice of  Termination,  and (C) if the  Executive's
         active  employment is  terminated by the Executive  pursuant to Section
         2(c)  whether  or not for  Good  Reason,  the  date  which  is ten (10)
         business  days after the date of receipt of the  Executive's  notice of
         intention to terminate or such other date as may be agreed by Executive
         and the Board.

(e)      Protected Period:  "Protected Period" shall mean the two year period
         after the occurrence, during the term of this Agreement, of a Change in
         Control.

                                       3
<PAGE>

(f)      Disability:  "Disability"  shall have the same  meaning as set forth in
         the  Company's   long-term   disability   insurance   policy  providing
         disability  insurance for the  Executive,  as the same shall exist from
         time to time.

(g)      Notice of  Termination:  "Notice of  Termination"  shall  mean  written
         notice of the termination of the Executive's active employment with the
         Company  either  delivered to the Executive by the Company  pursuant to
         Section 2(b) or delivered to the Company by the  Executive  pursuant to
         Section 2(c).

2.       TERMINATION.
         -----------

(a)      Change in Control.  The  Executive  shall be  entitled to the  benefits
         provided  in  Section  3 hereof  upon  any  termination  of his  active
         employment  with the  Company and its  subsidiaries  within a Protected
         Period,  except a termination  of active  employment (i) because of his
         death,  (ii)  because  of a  Disability,  (iii) by the  Company  or its
         subsidiaries  for Cause,  or (iv) by the Executive  other than for Good
         Reason.  No  amounts  shall be  payable  under  this  Agreement  if the
         Executive's employment terminates outside of a Protected Period.

(b)      Termination by Company. Any termination by the Board of the Executive's
         active  employment  must,  in order to be  effective,  be preceded by a
         written Notice of  Termination to the Executive  indicating the Date of
         Termination  and the reasons  therefor and, if the  termination  is for
         Cause,  the specific  provision of Section 1(b) relied upon and setting
         forth in  reasonable  detail  the  facts and  circumstances  supporting
         termination  for Cause.  Nothing  herein shall bar the  Executive  from
         contesting the basis for his termination under this Section 2(b).

(c)      Termination  by  Executive.  Any  termination  by the  Executive of his
         active  employment  for Good Reason must, in order to be effective,  be
         preceded by a written Notice of  Termination to the Company  indicating
         the specific provision of Section 1(c) relied upon and setting forth in
         reasonable   detail  the  facts  and   circumstances   supporting   the
         termination  under the  provision so  indicated.  After receipt of such
         Notice of  Termination,  the Company  shall have ten (10) business days
         from the date of  receipt  of such  Notice of  Termination  to cure the
         event  described  therein,  and upon cure thereof by the Company to the
         Executive's  reasonable  satisfaction,   such  event  shall  no  longer
         constitute "Good Reason" for purposes of this Agreement.

3.       COMPENSATION AND BENEFITS: POST EMPLOYMENT.
         ------------------------------------------

(a)  Change  in  Control.   If,  within  a  Protected  Period,  the  Executive's
     employment by the Company and its  subsidiaries  shall be terminated (i) by
     the  Company  and its  subsidiaries  other  than for Cause  and other  than
     because of a Disability or death, or (ii) by the Executive for Good Reason,
     the Executive shall be entitled to the benefits provided for below:

     (A)      Base Salary -The  Executive  shall  continue,  to receive his base
              salary for two (2) years after the Date of Termination, payable in
              installments  on the  Company's  normal  payroll  dates.  For this
              purpose,  base  salary  shall be the  current  base  salary of the
              Executive at the Date of  Termination or at the base salary at any
              time in the last twelve months, if higher.

                                       4
<PAGE>

     (B)      Bonus - The Executive shall receive a full year annual performance
              bonus for the calendar year in which severance occurs equal to the
              latest performance bonus paid or the average of last 2 performance
              bonuses paid,  whichever is greater.  Such payment will be made at
              the same time that  bonus  consideration  and  payments  for other
              senior executives for the same performance period are made.

     (C)      Car  Allowance  - The  Executive  shall  continue to receive a car
              allowance  for two (2) years  after the Date of  Termination.  The
              amount of such car allowance shall equal the amount, if any, being
              received  by  the  Executive  immediately  prior  to the  Date  of
              Termination.

     (D)      Medical & Dental,  401(k),  Pension Plans and Supplemental Pension
              Plans  -  The  Executive   shall  continue  to  be  treated  as  a
              participant  in all such plans in which the  Executive  shall have
              been a participant on the date of the Notice of Termination, based
              on then applicable and  corresponding  elections and  contribution
              rates, for the 2-year period commencing on the Executive's Date of
              Termination.  If such plans do not permit the Executives continued
              participation,  the  tax-adjusted  value the Executive  would have
              received shall be determined  and paid by the Company  (outside of
              the  plans).   The  Executive  shall  be  allowed  to  change  the
              Executive's  payment election under the terms of such Supplemental
              Benefit Plan at the Executive's Date of Termination.

     (E)      Life & Disability  Insurance - The Company  shall  continue to pay
              the  premium  related  to  the  Executive's   life  insurance  and
              long-term disability insurance for the 2-year period commencing on
              the Executive's Date of Termination.

     (F)      Benefits - The  Executive  shall be paid or be provided such other
              benefits for which the  Executive is otherwise  eligible,  if any,
              under the terms of any employee benefit, incentive,  option, stock
              award or other  plans or  programs  of the Company in which he may
              be, or may have been, a participant  and any unused vacation time.
              All awards  made to the  Executive  under such  employee  benefit,
              incentive,  option,  stock award or other plans or programs  shall
              immediately vest and be payable and all restrictions  shall lapse.
              If  such   plans  do  not   permit   the   Executive's   continued
              participation or immediate  vesting,  the  tax-adjusted  value the
              Executive  would have received shall be determined and paid by the
              Company (outside of the plans).

(b)      Other:  This Agreement  shall not be considered a "change of control or
         an employment  agreement"  for the purposes of the Trenwick  Group Inc.
         Merger  Severance  Policy adopted in connection  with the merger of the
         Company and Chartwell Re Corporation (the "Merger  Severance  Policy");
         provided, however, if there is a Change of Control under this Agreement
         and the  Executive is entitled to benefits  under  Section 3(a) of this
         Agreement,  then the Executive  shall not be covered by, or entitled to
         any benefits under, the Merger Severance Policy.

                                       5
<PAGE>


4.       REDUCTION OF PAYMENT.
         --------------------

Notwithstanding any other provision of this Agreement or of any other agreement,
understanding or compensation  plan,  Executive shall not be entitled to receive
any payment which, taking into account all payments,  rights and benefits, would
be  deemed  to be an  "excess  parachute  payment"  under  Section  280G (of the
Internal Revenue Code of 1986, as amended), and the amount of each payment shall
be reduced to the extent  necessary  to ensure  that the  Executive  receives no
"parachute  payment" in  connection  with a Change of Control;  provided that no
such reduction  shall occur to the extent that  Executive  shall have elected to
defer  receipt of payments  beyond the end of the two year period  following the
Date of  Termination  and such deferral shall have resulted in the present value
of such  payment  not  constituting  an  "excess  parachute  payment".  Any such
election by Executive, to be effective for purposes of this Agreement:  (a) must
be in  irrevocable  when made,  (b) must be made in a writing  delivered  to the
Company prior to the occurrence of a Change of Control, (c) must be for a period
not be exceed five years after the two years anniversary of the Executive's Date
of Termination, and (d) must be concurred in by the Company, on the basis of the
advice of its tax advisors,  as being both necessary and effective to reduce the
extent  to which  payments  to be made  hereunder  will  constitute  an  "excess
parachute  payment".  If, at any future date  following  the making of a payment
hereunder,  it shall have been  determined  by the IRS that such  payment was in
excess of the limits set forth in Section  280G,  and such excess shall not have
been  caused  by a  voluntary  action  of the  Executive  not  required  by this
Agreement, then the Executive shall be entitled to receive from the Company, and
the Company shall pay to Executive  promptly upon notification to the Company of
such determination,  an Excise Tax Adjustment Payment equal to the amount of all
applicable U.S. federal, state and local taxes (computed at the maximum marginal
rates and  including  interest  penalties and any cost of contest or defense and
including  any  applicable  Excise Tax) imposed  upon the Excise Tax  Adjustment
Payment.

5.       PROTECTION  OF  THE  COMPANY'S  BUSINESS;  CONFIDENTIAL INFORMATION AND
         TRADE SECRETS; NON-SOLICITATION; AND NON-COMPETE.
         -----------------------------------------------------------------------

This Section 5 sets forth rights of the Company and obligations of the Executive
which are mutually  acknowledged to be for the protection of the Company and its
successors  and assigns and to be reasonable  in scope and  duration.  Executive
acknowledges  that the provisions of this Section 5 are not intended to and will
not have  the  effect  of  preventing  Executive  from  earning  a  living.  The
provisions of this Section 5 shall be  enforceable  strictly in accordance  with
their terms,  notwithstanding any termination of this agreement,  whether by the
Company or by the Executive and whether  during the period of active  employment
or following the Executive's employment with the Company.

(a)      Confidential  Information; Trade Secrets. During Executive's employment
         with the Company, and thereafter for two (2) years, the Executive shall
         not (1) disclose, directly or indirectly, any Confidential Information
         to anyone outside of the Company or to any employees of the Company not
         authorized to receive such  information or (2) use any Confidential
         Information other than as may be necessary to perform the  Executive's
         duties at the Company.  In no event shall the


                                       6
<PAGE>

         Executive  disclose  any  Confidential   Information  to,  or  use  any
         Confidential  Information  for the  benefit  of, any  current or future
         competitor,  supplier  or client of the  Company,  whether on behalf of
         Executive,  any subsequent employer, or any other person or entity. The
         Executive is not,  however,  prohibited  from using the general skills,
         knowledge and experience that the Executive has learned or developed in
         his  position  or  positions  with  the  Company  or with  others.  The
         Executive   agrees  that  his  position  with  the  Company  creates  a
         relationship  of high trust and confidence with respect to Confidential
         Information owned or used by the Company,  and its clients or suppliers
         that may be learned or developed by him while  employed by the Company.
         For purposes of this  Agreement,  the term  "Confidential  Information"
         includes all  information  that the Company desires to protect and keep
         confidential  or that the Company is obligated to third parties to keep
         confidential,  including but not limited to "Trade Secrets" to the full
         extent of the  definition  of that term under  state  law.  It does not
         include "general  skills,  knowledge and experience" as those terms are
         defined under applicable state law. Confidential  Information includes,
         but is not  limited  to:  product  information  and  designs,  computer
         programs,   unpatented   inventions,   discoveries   or   improvements;
         marketing,  sales,  organizational,   financial,  operating,  research,
         development and business  plans;  company  policies and manuals;  sales
         forecasts; personnel information (including the identity of the Company
         employees,   their   responsibilities,    competence,   abilities   and
         compensation);   medical   information  about  employees;   information
         relating to the  Company's  agents and brokers;  pricing and  nonpublic
         financial  information;   current  and  prospective  client  lists  and
         information  on  clients  or their  employees;  information  concerning
         planned  or  pending  acquisitions  or  divestitures;  and  information
         concerning  purchases  of major  equipment  or  property.  Confidential
         Information  does  not  include  information  which  (i) is or  becomes
         publicly  available  other  than as a  result  of a  disclosure  by the
         Executive in violation of this Agreement, (ii) becomes available to the
         Executive  on a  non-confidential  basis  from a source  other than the
         Company or its employees, agents or advisors, provided that such source
         is not known by you to be bound by a confidentiality  agreement with or
         other  obligation  of  secrecy  to the  Company  with  respect  to such
         information,  (iii) is  independently  developed by the Executive or on
         the Executive's behalf without violating the terms of this Agreement or
         (iv) is required to be disclosed by applicable law, regulation or legal
         process.

(b)      Non-Solicitation.  During the  Executive's  employment, and thereafter
         for so long as the Executive  is being  compensated pursuant to Section
         3(a)(A) of this  Agreement, the  Executive  shall   not   directly   or
         indirectly  solicit any customer or client of the Company or any person
         or   entity   who   is   a   prospect  of   the  Company on the Date of
         Termination  or induce or  encourage  any  employee  of the  Company to
         terminate  employment with the Company or to accept employment with any
         competitor,  supplier,  agent or broker of the  Company,  nor shall the
         Executive cooperate with any others in doing or attempting to do any of
         the foregoing. As used herein, the term "solicit,  induce or encourage"
         includes,  but  is not  limited  to,  the  Executive's  (i)  initiating
         communications  with any  employee of the Company  relating to possible
         employment  or  independent  contractor  relationship,   (ii)  offering
         bonuses or additional compensation to encourage the Company's employees
         to terminate their  employment  with the Company and accept  employment
         with a competitor,  supplier,  client,  agent or broker of the Company,


                                       7
<PAGE>

         (iii) referring the Company's employees to personnel or agents employed
         by competitors, suppliers, clients, agents or brokers of the Company or
         (iv)  initiating  communications  with or offering  inducements  to any
         customer  or client (or  prospect)  of the  Company  for the purpose of
         inducing such customer or client to transact business with a competitor
         of the Company.

(c)      Non-Compete.    During  the  Executive's  employment and so long as the
         Executive   is   being   compensated   pursuant  to    Section  3(a)(A)
         of this Agreement, the Executive shall not, directly or indirectly,  as
         principal, agent, contractor,  employee, employer, partner, shareholder
         (other  than  solely as an owner of 2% or less of the stock of a public
         corporation)  or  in  any  other  capacity  engage  in or  perform  any
         managerial  or  executive  services for any  corporation,  partnership,
         individual or entity,  a primary  business of which is competitive with
         the Company in any of the places where the Company is doing business in
         the  United  States,  Canada,  Puerto  Rico,  or  Virgin  Islands  (the
         "Territory").   Notwithstanding   the  foregoing   provisions  of  this
         subparagraph,  the  Executive  may accept  employment  with a person or
         entity whose  business is  diversified  and includes a line of business
         competitive with the Company;  provided that, prior to such employment,
         the Company is given reasonable assurance in writing that the Executive
         shall  not,  during  such  restricted  period,   render  managerial  or
         executive services,  directly or indirectly,  specifically for any line
         of  business  of such person or entity  which is  competitive  with the
         Company.  The  Executive  understands  and agrees  that the Company has
         sales  and   operations   facilities   throughout  the  Territory  and,
         therefore,  to provide  the Company  with  reasonable  protection,  the
         Executive's obligations under this subparagraph shall extend throughout
         the Territory.

(d)      Return of Property. Immediately upon the termination of the Executive's
         employment with the Company and at any time upon the Company's request,
         the Executive shall deliver to the Company all the Company  property in
         the Executive's  possession,  custody or control  including  notebooks,
         reports, manuals, programming data, listings and materials, engineering
         or patent drawings, patent applications,  any other documents, files or
         materials which contain, mention or relate to Confidential Information,
         and all copies and  summaries  of such  materials  whether in  written,
         mechanical,  electromagnetic,  analog,  digital or any other  format or
         medium.

(e)      Consent to Modifications  by the Court. It is the express  intention of
         the parties to this Agreement that, if it should appear that any of the
         terms or covenants of this section are in conflict with any rule of law
         or  statutory  provision  of the  State  of  Connecticut  or any  other
         jurisdiction  where this  Agreement is being  enforced,  which conflict
         would ordinarily render such terms or covenants inoperative or null and
         void, the parties request that the courts of such state modify any such
         term or covenant so that the intention of the parties hereto is carried
         out to as great a degree and extent as the court  deems  reasonable  in
         order to conform with any rule of law or statutory  provision regarding
         restrictive  covenants  of the State of  Connecticut  or of such  other
         jurisdiction.


                                       8
<PAGE>

6.       MERGER OR REORGANIZATION.
         ------------------------

This  Agreement  shall  not  be  terminated  by  the  voluntary  or  involuntary
dissolution of the Company or by any merger or  consolidation  where the Company
is not the  surviving or resulting  corporation,  or upon any transfer of all or
substantially all of the assets of the Company.  In the event of any such merger
or consolidation  or transfer of assets,  the provisions of this Agreement shall
be binding and shall inure to the benefit of the  Executive and the surviving or
resulting  entity or the entity to which such assets shall be  transferred.  The
Company's  successor,  as the Executive's  employer  (whether such succession is
direct or indirect, by purchase, merger, consolidation or otherwise, to all or a
substantial  portion of the business and/or assets of the Company),  assumes and
agrees to perform  this  Agreement  in the same manner and to the same extent as
the Company would be required to perform if no such  succession had taken place.
As used in this  Agreement,  the term  "Company"  shall mean the Company and any
successor to all or a substantial portion of the Company's business or assets.

7.       ARBITRATION; JURY WAIVER.
         ------------------------

Any  controversy  or claim  arising out of or relating  to this  Agreement,  the
breach thereof or the coverage of this arbitration provision shall be settled by
arbitration  administered by the American Arbitration  Association in accordance
with its  Commercial  Arbitration  Rules in  effect on the date of  delivery  of
demand  for  arbitration.   The  arbitration  of  such  issues,   including  the
determination  of the amount of any damages  suffered by either  party hereto by
reason of the acts or omissions of the other,  shall be to the  exclusion of any
court. The decision of the arbitrators shall be final and binding on the parties
and their respective heirs, executors,  administrators,  successors and assigns.
Judgment upon the award rendered by the  arbitrators may be entered in any court
having jurisdiction. There shall be three arbitrators, one to be chosen directly
by each party and the third  arbitrator to be selected by the two arbitrators so
chosen.  The arbitration shall be conducted in Stamford,  Connecticut or at such
other location as agreed by the parties.  All decisions and awards shall be made
by a majority of the arbitrators.  Each party shall pay the fees and expenses of
that  party's  arbitrator  and any  representatives,  witnesses  and  all  other
expenses related to the presentation of that party's case. The cost of the third
arbitrator,  the record or any  transcripts,  any  administrative  fees, and all
other fees and costs shall be borne equally by the parties.

By agreeing to  arbitration  under this  Section,  the Company and the Executive
understand  that  they are each  waiving  any  right to a trial by jury and each
party makes that waiver knowingly and voluntarily with full consideration of the
ramifications of such waiver.

Nothing  contained  herein  shall be construed  or  interpreted  to preclude the
Company  prior  to,  or  pending  the  resolution  of,  any  matter  subject  to
arbitration  from  seeking  injunctive  relief in any  court  for any  breach or
threatened breach of any of the Executive's obligations in Section 5 hereof.


                                       9
<PAGE>

8.       NON-ASSIGNABILITY.
         -----------------

The  obligations  of  the  Executive  hereunder  are  personal  and  may  not be
delegated,  assigned or transferred  by the Executive in any manner  whatsoever,
nor are such  obligations  subject  to  involuntary  alienation,  assignment  or
transfer.

9.       AMENDMENT; TERMINATION.
         -----------------------

This  Agreement  contains the entire  agreement  of the  parties.  It may not be
changed orally but only by a written agreement executed by the Executive and the
Board that expressly references this Agreement. This Agreement may be terminated
by the  Board at any time  upon one  year's  written  notice  to the  Executive,
setting forth the date of termination of this Agreement.  Notwithstanding such a
termination of this Agreement, this Agreement shall continue with respect to any
Change of Control that occurs during the term of this  Agreement,  until the end
of its  Protected  Period,  but shall not apply to any  Change of  Control  that
occurs after the date of termination of this Agreement.

10.      NOTICES.
         -------

All  notices  which a party is required or may desire to give to the other party
under or in connection  with this Agreement shall be sufficient if given by hand
delivery or by addressing same to the other party as follows:

                  (a) if to the Executive, to:

                  ((Address1))
                  ((Address2))
                  ((City)),((State))((PostalCode))
                  ((Country))

                  (b) if to the Company, to:

                  Trenwick Group Inc.
                  One Canterbury Green
                  Stamford, CT  06901
                  Attn: Secretary

or at such other place as may be designed in writing by like notice.  Any notice
shall be deemed to have been  delivered  when  addressed as required  herein and
deposited postage prepaid, in the United States Mail.

11.      WAIVER; MODIFICATION.
         --------------------

No provision of this Agreement may be modified, waived or discharged unless such
waiver,  modification  or  discharge  is agreed  to in  writing  that  expressly
references  this  Agreement and is signed by the Executive and the Company.  The
waiver by either party of any breach by the other party, or of compliance  with,
any condition or provision of this Agreement to be performed by such other party
shall not be deemed a waiver of the same  provisions  or conditions at any other
time,  nor shall it be deemed a waiver of any other  provisions or conditions at
any time.


                                       10
<PAGE>

12.      SEVERABILITY.
         ------------

The various  Sections of this Agreement are severable,  and if any Section or an
identifiable part thereof is held to be invalid or unenforceable by any court of
competent  jurisdiction,  then such  invalidity  or  unenforceability  shall not
affect the validity or enforceability of the remaining  Sections or identifiable
parts thereof in this  Agreement,  and the parties hereto agree that the portion
so held invalid,  unenforceable or void shall, if possible, be deemed amended or
reduced in scope,  or otherwise be stricken from this  Agreement,  to the extent
required for the purposes of the validity and enforcement hereof.

13.      CHOICE OF LAW.
         -------------

The parties agree that  Connecticut,  as the place of contracting  and where the
Company has its principal place of business,  has a substantial  relationship to
this Agreement and so the parties agree that this Agreement shall be governed by
the laws of the State of Connecticut,  without  reference to any conflict of law
rules.

14.      SURVIVAL AND CONTINUATION OF AGREEMENT PROVISIONS.
         -------------------------------------------------

The termination of the Executive's  employment for any reason  whatsoever  shall
not operate to  terminate  this  Agreement  or  otherwise  adversely  affect the
respective  continuing  rights and  obligations of the parties,  including those
under  Sections  3, 4, 5, 7, 8, 9, 11, 13, 15 and 19 of this  Agreement,  all of
which shall  survive the  effective  date of such  termination  of employment in
accordance with their respective terms.

15.      RIGHT TO INJUNCTIVE AND OTHER RELIEF; CONSENT TO JURISDICTION.
         -------------------------------------------------------------

    (a)  The  Executive  acknowledges  that the Company will suffer  irreparable
         harm, not readily  susceptible of valuation in monetary damages, if the
         Executive  breaches  any of his  obligations  in  Section  5(a) of this
         Agreement.  Accordingly, the Executive agrees that the Company shall be
         entitled to injunctive relief against any breach or prospective  breach
         by the Executive of his  obligations  in Section 5(a) in any federal or
         state  court  of  competent  jurisdiction.   Nothing  herein  shall  be
         construed as  prohibiting  the Company from pursuing any other remedies
         available  to  the  Company  for  such  breach  or  threatened  breach,
         including the recovery of damages from the Executive.

    (b)  If the Executive  breaches any of his  obligations  under Section 5(b),
         (c) or (d) of this  Agreement,  the Company  shall be  entitled  (A) to
         cease  making  further  payments to  Executive  pursuant to clauses (A)
         through (D) of Section  3(a);  (B) to terminate  Executive's  rights of
         participation under clauses (E) and (F) of Section 3(a); and (C) to the
         return  of any such  payments  previously  made to the  Executive  with
         respect to periods after the date that the Executive first breached any
         of his obligations under this Agreement.


                                       11
<PAGE>

    (c)  The Executive hereby submits to the jurisdiction of any such federal or
         state court in the State of Connecticut for the purposes of any actions
         or  proceedings  instituted  by the  Company  in  connection  with  the
         Executive's breach of this Agreement. This Section 15 shall survive the
         termination of the Executive's employment with the Company.

16.      ENTIRE AGREEMENT.
         ----------------

This Agreement sets forth the entire agreement  between the parties with respect
to the subject matter hereof and supersedes any and all prior agreements between
the Company and the Executive,  whether written or oral,  relating to any or all
matters  covered by, and contained or otherwise  dealt with, in this  Agreement,
including  but  not  limited  to  the  Original  Agreement.   No  agreements  or
representations, oral or otherwise, express or implied, have been made by either
party with  respect to the subject  matter of this  Agreement,  unless set forth
expressly in this Agreement.

17.      BENEFICIARIES; REFERENCES.
         -------------------------

The  Executive  may  select  (and  change,  to the  extent  permitted  under any
applicable law) a beneficiary or  beneficiaries  to receive any  compensation or
benefit payable under this Agreement  following the Executive's  death,  and may
change such election by giving the Company written notice thereof.  In the event
of  the  Executive's  death,  Disability  or a  judicial  determination  of  the
Executive's  incompetence,  all  references  in this  Agreement to the Executive
shall  be  deemed,  where  appropriate,   to  refer  to  the  Executive's  named
beneficiary, estate or other legal representative.

18.      ACTION OF THE BOARD.
         -------------------

Except for the reference in Section 1(a), any reference in this Agreement to the
Board shall include the Compensation  Committee  thereof and any officers of the
Company  to  which  the  Board  or the  Compensation  Committee  thereof  has by
resolution delegated any explicit authority or responsibilities  with respect to
this Agreement.

19.      TAX WITHHOLDINGS.
         ----------------

All payments to the Executive  hereunder shall be subject to such withholding of
federal, state and local income and excise taxes and to such employment taxes as
may be reasonably determined by the Company to be required.


                                       12
<PAGE>

         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this
Agreement as of the date set forth above.

                                     TRENWICK GROUP INC.

                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:


                                     EXECUTIVE


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