Exhibit 10.1


               FIRST AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT


     FIRST AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT (the "Amendment"), dated
as of June 13, 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 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.   Waiver

     1. The Banks  hereby  waive any Event of Default  that may arise  under the
Credit Agreement solely as a result of the Trust Preferred Securities Purchase.

B.   Amendments

     1. Section  2.05(c) of the Credit  Agreement is hereby  amended by deleting
the number "90" appearing therein and inserting the number "45" in lieu thereof.


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     2. The  definition  of the term  "Consolidated  Indebtedness"  contained in
Schedule I to the Credit  Agreement is hereby amended to read in its entirety as
follows:

          "Consolidated  Indebtedness"  shall mean,  at any time,  the aggregate
     outstanding  principal  amount  of all  Indebtedness  of  Holdings  and its
     Subsidiaries at such time determined on a consolidated  basis in accordance
     with GAAP, but excluding  therefrom (i) the  Contingent  Interest Notes and
     (ii) the Letters of Credit and all letters of credit  issued under  Section
     4.04(d)  of the  Holdings  Guaranty  (so long as no  drawing  has  occurred
     thereunder)."

     3. The definition of the term  "Consolidated  Total  Capital"  contained in
Schedule I to the Credit  Agreement is hereby amended to read in its entirety as
follows:

          "Consolidated  Total  Capital" shall mean, at any time, the sum of (i)
     Consolidated  Indebtedness  (determined  without  giving  effect to (x) the
     enumerated  exclusions  set  forth  in  clause  (i)  therein  and  (y)  the
     enumerated  exclusion  set  forth  in  clause  (ii) of the  proviso  of the
     definition of  Indebtedness  (i.e.,  the enumerated  exclusion for the then
     issued and outstanding  principal amount of Preferred Securities (including
     Mandatorily  Convertible  Preferred Securities) to the extent the aggregate
     principal  amount  of  such  Preferred  Securities  is  less  than  15%  of
     Consolidated  Total Capital)) at such time and (ii)  Consolidated Net Worth
     of  Holdings  at such time,  provided  that there  shall be  excluded  from
     Consolidated  Total Capital (to the extent otherwise  included therein) the
     face value of all Trust  Preferred  Securities  purchased  pursuant  to the
     Trust Preferred Securities Purchase."

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

          "Consolidated  Interest  Expense" shall mean, for any period and as to
     any  Person,  the sum,  without  duplication,  of (i) total  cash  interest
     expense  (including  interest paid in  connection  with the then issued and
     outstanding  Preferred  Securities and the interest component in respect of
     Capital Lease  Obligations in accordance  with GAAP) of such Person and its
     Subsidiaries  during  such period  determined  on a  consolidated  basis in
     accordance  with GAAP,  including,  without  limitation,  all  commissions,
     discounts and other fees and charges owed with respect to letters of credit
     and  bankers'  acceptance  financing  and net  costs  under  Interest  Rate
     Agreements,  but excluding however,  any amortization of deferred financing
     costs plus (ii) all dividends on preferred stock paid by such Person during
     such period."

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

          "Indebtedness" of any Person shall mean (without  duplication) (i) all
     indebtedness of such Person for borrowed money,  (ii) the deferred purchase
     price of assets or services which in accordance with GAAP would be shown on
     the  liability  side of the balance  sheet of such  Person,  (iii) the face
     amount of all letters of credit  issued for the account of such Person and,
     without duplication,  all drafts drawn thereunder, (iv) all Indebtedness of
     a second  Person  secured by any Lien on any  property  owned by such first
     Person,  whether  or not  such  Indebtedness  has  been  assumed,  (v)  the
     principal portion of all Capitalized Lease Obligations of such Person, (vi)
     all obligations of such Person to pay a specified purchase price for goods


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<PAGE>


     or services  whether or not delivered or accepted,  i.e.,  take-or-pay  and
     similar obligations,  (vii) the net termination  obligations of such Person
     under Interest Rate Agreements and Other Hedging Agreements,  calculated as
     of any date as if such  agreement were  terminated as of such date,  (viii)
     all obligations of such Person under Financial  Reinsurance  Agreements and
     (ix) all Contingent Obligations of such Person;  provided that Indebtedness
     shall not include (i) trade payables (including obligations under insurance
     contracts  and  reinsurance  payables) and accrued  expenses,  in each case
     arising in the  ordinary  course of  business  and (ii) the then issued and
     outstanding principal amount of Preferred Securities (including Mandatorily
     Convertible  Preferred  Securities)  to the extent the aggregate  principal
     amount of such Preferred  Securities is less than 15% of Consolidated Total
     Capital."

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

          "Interest  Coverage Ratio" shall mean, for any Test Period,  the ratio
     of (a) Holdings Cash Flow for such Test Period to (b) Consolidated Interest
     Expense of Holdings  for such Test Period;  provided  that (i) for the Test
     Period ending on or about December 31, 2000,  Consolidated Interest Expense
     and the portion of Holdings  Cash Flow  determined  by  reference to EBITDA
     shall be the actual such amounts calculated for such Test Period multiplied
     by 4.00 (other than the portion of Consolidated  Interest  Expense for such
     Test  Period  incurred  in  connection  with then  issued  and  outstanding
     Preferred  Securities which shall be multiplied by 2.00), (ii) for the Test
     Period ending on or about March 31, 2001, Consolidated Interest Expense and
     the portion of Holdings  Cash Flow  determined by reference to EBITDA shall
     be the actual such amounts  calculated  for such Test Period  multiplied by
     2.00 and  (iii)  for the Test  Period  ending  on or about  June 30,  2001,
     Consolidated  Interest  Expense  and the  portion  of  Holdings  Cash  Flow
     determined  by  reference  to  EBITDA  shall  be the  actual  such  amounts
     calculated for such Test Period  multiplied by 1.33 (other than the portion
     of  Consolidated   Interest  Expense  for  such  Test  Period  incurred  in
     connection  with then issued and  outstanding  Preferred  Securities  which
     shall be the actual such amounts for such Test Period)."

     7.  Schedule  I of the  Credit  Agreement  is  hereby  further  amended  by
inserting   therein  the  following   new  defined  terms  in  the   appropriate
alphabetical order:

          "Debentures"   shall  mean  subordinated  debt  securities  issued  by
     Holdings to a Special  Purpose  Trust in exchange for proceeds of Preferred
     Securities and common securities of such Special Purpose Trust.

          "Mandatorily   Convertible  Preferred  Securities"  shall  mean  units
     comprised of (i) Preferred  Securities or preferred  shares of Holdings and
     (ii) a contract for the sale of ordinary shares of Holdings  (including any
     hybrid capital securities).

          "Preferred Securities" shall mean (i) preferred securities issued by a
     Special Purpose Trust (including,  without limitation,  the Trust Preferred
     Securities) which shall provide,  among other things,  that dividends shall
     be payable only out of proceeds or interest payments on the Debentures,  or
     (ii) other instruments that may be treated in whole or in part as equity of
     Holdings  or one or more of its  Subsidiaries  by one or more of the rating
     agencies  while being treated as debt for United States  federal income tax
     purposes.


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<PAGE>


          "Qualified Preferred Stock" shall mean any preferred stock of Holdings
     so long as (i) no part of such preferred  stock is  mandatorily  redeemable
     (whether on a scheduled basis or as a result of the occurrence of any event
     or  circumstance)  and (ii) any dividends  associated  with such  preferred
     stock  are  solely  payable  in kind;  provided  that  Holdings  may  issue
     Qualified  Preferred  Stock that allows for cash  dividends  so long as the
     aggregate  principal  amount of such  Qualified  Preferred  Stock issued by
     Holdings  when  added to the  aggregate  principal  amount of  Indebtedness
     incurred  by Holdings  and its  Subsidiaries  pursuant to Section  4.04(h),
     shall not exceed $200,000,000 at any time.

          "Special  Purpose Trust" shall mean a special  purpose  business trust
     established  by  Holdings  of  which  Holdings  will  hold  all the  common
     securities,  which will be the issuer of  Preferred  Securities,  and which
     will loan to Holdings (such loan being evidenced by the Debentures) the net
     proceeds of the issuance and sale of the  Preferred  Securities  and common
     securities of such Special Purpose Trust.

          "Trust Preferred  Securities  Purchase" shall mean the purchase by one
     or more Subsidiaries of Holdings of (i)  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 and (ii)  approximately  $26,300,000  of face value
     Trust Preferred Securities."

B.   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 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.

     5. 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.


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     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
                                            ------------------------------------
                                             Title:  Vice President & Treasurer



                                         TRENWICK HOLDINGS LIMITED



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






                                               [Bank Signature Pages Omitted]