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 James F.  Billett,  Jr., of 14 John  Applegate  Road,  Redding,
Connecticut 06896 ("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 the Chairman,  President and Chief Executive  Officer
("Position")  of the Company,  a publicly  traded holding company with operating
subsidiaries  in the  insurance  and  reinsurance  business,  reporting  to, and
subject  only to the  direction  and control of, the Board of  Directors  of the
Company (the "Board") and is a key employee of the Company and 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 and
its  subsidiaries  in his  Position,  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 20% 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 80% 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.

         Notwithstanding  the  foregoing,  the events in Section  1(a)(A)(i)  or
         Section 1(a)(C)(i) shall not be deemed a Change in Control if, prior to
         any transactions constituting such change, a majority of the Continuing
         Directors   shall  have  voted  not  to  treat  such   transaction   or
         transactions as resulting in a Change in Control; provided, however, if
         any  such  transaction  would  be a  Change  of  Control  if  50%  were
         substituted for the 20% in Section 1(a)(A)(i) or for the 80% in Section
         1(a)(C)(i),  then the written  consent of the  Executive  shall also be
         required.

(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.


                                        2
<PAGE>

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

(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;

(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.


                                        3
<PAGE>

(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.

(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.

                                        4
<PAGE>


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 three (3) 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.

(B)           Bonus - The Executive  shall continue to receive a Bonus for three
              (3) years after the Date of Termination  and for the period of the
              year elapsed prior to the Date of  Termination,  pro rated for the
              portion of the year elapsed. Such amount shall be determined based
              on the  greater of the last annual  performance  bonus paid or the
              average  of  the  last  two  annual   performance   bonuses   paid
              immediately preceding the Executive's Date of Termination.

(C)           Car  Allowance  - The  Executive  shall  continue to receive a car
              allowance  for the 3- year period  after the  Executive's  Date of
              Termination.  The amount of such allowance shall equal the amount,
              if any,  being  received  by the  Executive  as of the date of the
              Change in Control.

(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 3-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 3-year period commencing on
              the Executive's Date of Termination.

                                        5
<PAGE>


(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;  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,  such Merger
         Severance Policy.


4.       EXCISE TAX.
         ----------

It is the intention of this provision  that the Executive  receive a net amount,
after  payment of all Excise  Taxes  (including  Excise  Taxes on any Excise Tax
Adjustment)  equal to the  aggregate  compensation,  benefits and other  amounts
which gave rise to the Excise Tax.

(a)      In   the event that Executive  receives or derives from the  Company or
         otherwise any  compensation,  benefit or any  amount  under  any option
         plan, performance plan, or incentive plan,  which  is determined  to be
         subject to the  excise  tax  imposed  by Section  4999 of  the Internal
         Revenue  Code  of  1986,  as amended,  (the  "Excise   Tax"),  then the
         Executive  shall be entitled to receive from the Company 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)
         including Excise Tax imposed upon the Excise  Tax  Adjustment  Payment.
         The amount of the any Excise Tax Adjustment  Payment to be  made  shall
         be  determined,  at  the Company's  expense, by a nationally recognized
         accounting firm acceptable to the Executive and the Company.

(b)      The  Executive  shall  notify the  Company in writing  promptly  of any
         written  claim by the IRS that would  require the payment of the Excise
         Tax  Adjustment  Payment.  The  Company  may elect,  by  notifying  the
         Executive  in  writing  within  thirty  (30)  days  of its  receipt  of
         Executive's  notice,  to  contest  such  claim  and/or to retain  legal
         counsel  selected  by the  Company to  represent  the  Executive.  Such
         contest will be at the Company's  sole cost and expense and the Company
         shall advance any amounts required to be paid in respect of such Excise
         tax or the contest  thereof.  The Executive  shall cooperate fully with
         the  Company  in  good  faith  including   permitting  the  Company  to
         participate  in any  proceedings  relating to such claim or contest and
         giving the Company any information  reasonably requested by the Company
         relating to such claim or contest.

                                        6
<PAGE>

(c)      The Company shall be entitled to control all proceedings,  conferences,
         and appeals it may elect to take,  but only with  respect to the Excise
         Tax,  and may sue for a refund or contest the claim in any  permissible
         manner  provided  that any  extension  of the  statute  of  limitations
         relating to payment of taxes for the taxable year of the Executive with
         respect to which such contested  amount is claimed to be due is limited
         solely to such contested  amount.  The Executive  shall promptly pay to
         the  Company  the  amount of any  refund  with  respect  to such  claim
         (together with any interest paid or credited  thereon but after payment
         by Executive of any taxes applicable thereto).

5.       CONFIDENTIAL INFORMATION: COMPETITION.
         -------------------------------------

Except as necessary or appropriate to the proper  performance of the Executive's
duties,  or with the prior  written  consent of the Company,  or as ordered by a
court of  competent  jurisdiction,  the  Executive  shall not at any time either
during the  continuance of the  Executive's  employment or after its termination
for a period of three years disclose or communicate to any person or use for the
Executive's  own benefit or the benefit of any person  other than the Company or
any  subsidiary  or  affiliate  any  information  relating to the Company or any
subsidiary or affiliate that is not generally known to the public ("Confidential
Information")  which may come to the Executive's  knowledge in the course of the
Executive's  employment,  and the Executive  shall during the continuance of the
Executive's  employment  use the  Executive's  best  endeavors  to  prevent  the
unauthorized  publication or misuse of any  Confidential  Information,  provided
that such restrictions shall not apply to any Confidential 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 the
Executive 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.  While the Executive is employed by the Company and
thereafter for so long as the Executive is being compensated pursuant to Section
3(a)(A) of this Agreement,  the Executive agrees not to carry on or set up or be
employed or engaged by or otherwise  assist in or be  interested in any capacity
(including  without  limitation  as a  shareholder)  in any State of the  United
States  of  America  or in any  foreign  country  in which  the  Company  or any
subsidiary or affiliate thereof is conducting business,  any business materially
competitive  to that  being  carried  on by the  Company  or any  subsidiary  or
affiliate thereof;  provided,  however,  that the ownership by the Executive for
investment  purposes  (directly or through  nominees) of not more than 5% of the
outstanding stock of any corporation which is publicly held and traded shall not
be deemed to be violation of this Agreement.  While the Executive is employed by
the Company and  thereafter  for so long as the  Executive is being  compensated
pursuant to Section 3(a)(A) of this Agreement, the Executive will not solicit,

                                        7
<PAGE>

entice  away,  or otherwise  encourage  any  executive or other  employee of the
Company or its  subsidiaries  or affiliates to leave his  employment in order to
join the  Executive  in any  business  endeavor,  nor shall the  Executive  aid,
promote,  encourage or be a party to any acts, the effect of which would divert,
diminish  or  prejudice  the  goodwill  or business of the Company or any of its
subsidiaries  or  affiliates.  The agreements by the Executive in this Section 5
are intended to be separate and severable and enforceable as such.


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.

                                        8
<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:

                  James F. Billett Jr.
                  14 John Applegate Road
                  Redding CT  06896

                  (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.

                                        9
<PAGE>


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.

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, 10, 11, 13 and 18 of this  Agreement,  all of
which shall  survive the  effective  date of such  termination  of employment in
accordance with their respective terms.

15.      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.


                                       10
<PAGE>

16.      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.

17.      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.

18.      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.

         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


                                              ---------------------------------
                                              James F. Billett, Jr.