Exhibit 10.2

                    FIRST AMENDMENT TO THE HOLDINGS GUARANTY

     FIRST  AMENDMENT TO THE HOLDINGS  GUARANTY (the  "Amendment"),  dated as of
June 13, 2001, among TRENWICK GROUP LTD., a company  organized under the laws of
Bermuda  ("Holdings")  and the Banks party to the Credit  Agreement  referred to
below.  Unless  otherwise  defined  herein,  capitalized  terms used  herein and
defined  in the  Holdings  Guaranty  referred  to below  are used  herein  as so
defined.

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

     WHEREAS,   Trenwick  America  Corporation,   a  Delaware  corporation  (the
"Borrower"),  Trenwick  Holdings Ltd., 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"), 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,  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 Holdings Guaranty as provided herein;

NOW, THEREFORE, it is agreed;

A.   Amendments and Consents

     1. Section  4.04(h) of the Holdings  Guaranty is hereby  amended to read in
its entirety as follows:

          "(h)  Indebtedness  of  the  Borrower  in  an  aggregate   outstanding
     principal amount not to exceed  $200,000,000,  so long as the maturity date
     of any such Indebtedness is no earlier than December 31, 2005;"

     2. Section 4.04 of the Holdings  Guaranty is hereby further  amended by (i)
deleting the period  appearing at the end of clause (i) thereof and  inserting a
semi-colon in lieu thereof,  and (ii) inserting  therein  immediately  following
clause (i) the following new clauses (j), (k), (l) and (m):

          "(j) Indebtedness of Holdings  constituting a guaranty of the Trenwick
     Senior  Notes,  so long as the terms and  conditions  of such  guaranty are
     satisfactory to the Administrative Agent;

          (k) Indebtedness of Holdings  constituting a guaranty of any Preferred
     Securities,  so long as (i) the  obligations  under any such  guaranty  are
     subordinated  to the  payment in

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     full of all the  Obligations  and (ii) the terms and conditions of any such
     guaranty (including,  without limitation, the subordination terms contained
     therein) are satisfactory to the Administrative Agent;

          (l)  Indebtedness  of  Holdings   consisting  of  a  guaranty  of  the
     Indebtedness  permitted by clause (h) above, so long as (i) the obligations
     under any such guaranty shall be subordinated to the payment in full of all
     the  Obligations  to the same  extent  (if any) that such  Indebtedness  is
     subordinated  to the  Obligations  and (ii) the terms and conditions of any
     such guaranty (including,  without limitation,  the subordination terms, if
     any, contained therein) are satisfactory to the Administrative Agent; and

          (m)  Indebtedness  of  Holdings   consisting  of  a  guaranty  of  the
     Indebtedness  permitted by clause (i) above, so long as (i) the obligations
     under any such guaranty shall be subordinated to the payment in full of all
     the  Obligations  to the same  extent  (if any) that such  Indebtedness  is
     subordinated to the Obligations,  (ii) the terms and conditions of any such
     guaranty (including,  without limitation,  the subordination terms, if any,
     contained therein) are satisfactory to the  Administrative  Agent and (iii)
     the maturity  date of any such  Indebtedness  guaranteed is no earlier than
     December 31, 2005."

     3.  Section  4.06(a)  of the  Holdings  Guaranty  is hereby  amended by (i)
deleting  the text  "and"  appearing  at the end of clause  (iv)  thereof,  (ii)
deleting the period at the end of clause (v) and  inserting  the text";  and" in
lieu  thereof and (iii)  inserting  the  following  new clause (vi)  immediately
following the end of clause (v):

          "(vi) Holdings may pay regularly  accruing  dividends on its Qualified
     Preferred  Stock in accordance with the terms thereof so long as no Default
     or Event of Default  exists at such time or would exist  immediately  after
     giving effect to the payment of such dividend."

     4. Section  4.08(a) of the Holdings  Guaranty is hereby amended by deleting
the phrase  "preferred  stock, so long as (x) 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 (y) any dividends  associated with
such  preferred  stock are solely  payable in kind"  appearing  therein and (ii)
inserting the following new clause in lieu thereof: "Qualified Preferred Stock."

     5. Section 4.11 of the Holdings  Guaranty is hereby amended by (i) deleting
the term "Trust  Preferred  Notes" appearing in clause (a) therein and inserting
the term "Preferred Securities" in lieu thereof and (ii) deleting the phrase "or
the Trust Preferred Notes" appearing in clause (b) therein.

     6.  Notwithstanding  anything to the contrary  contained in Section 4.11 of
the  Holdings  Guaranty,  the  Trust  Preferred  Securities  Purchase  shall  be
permitted.

     7. The  definition  of the term  "Consolidated  Indebtedness"  contained in
Schedule I to the Holdings Guaranty 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)."


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<PAGE>


     8. The definition of the term  "Consolidated  Total  Capital"  contained in
Schedule I to the Holdings Guaranty 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."

     9. The definition of the term "Consolidated  Interest Expense" contained in
Schedule I to the Holdings Guaranty 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."

     10. The  definition of the term  "Indebtedness"  contained in Schedule I to
the Holdings Guaranty 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
     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


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<PAGE>

     principal  amount  of  such  Preferred  Securities  is  less  than  15%  of
     Consolidated Total Capital."

     11. The  definition of the term "Interest  Coverage  Ratio" is contained in
Schedule I to the Holdings Guaranty 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)."

     12.  Schedule  I of the  Holdings  Guaranty  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.

          'Qualified  Preferred  Stock' shall mean any preferred stock issued by
     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.


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<PAGE>

          '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,  Holdings
hereby  represents and warrants that (i) the  representations  and warranties of
Holdings contained in 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
Holdings Guaranty 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  Holdings  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
Holdings  Guaranty  and in the  other  Credit  Documents  shall be  deemed to be
referenced to the Holdings Guaranty as modified hereby.

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<PAGE>


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



                                           TRENWICK GROUP LTD.



                                           By: /s/ Coleman D. Ross
                                              ----------------------------
                                           Title:  Chief Financial Officer


                                           [Bank Signature Pages Omitted]








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