TRUST UNDER

                            CHARTWELL RE CORPORATION

                              EMPLOYMENT AGREEMENTS



           This Trust  Agreement made this 20th day of June 1994, by and between
Chartwell Re  Corporation,  a Delaware  corporation  (the "Company") and Shawmut
Bank CT (the "Trustee");

           WHEREAS,  the Company has entered  into  employment  agreements  (the
"Employment  Agreements")  effective as of December 8, 1993, March 31, 1993, and
January 1, 1994 with  certain  executives  of the  Company  listed on Appendix 1
hereto  (the  "Executives")  and may enter into  similar  agreements  with other
executives in the future;

           WHEREAS,  the  Company  may incur  liability  under the terms of such
Employment Agreements with respect to the Executives;

           WHEREAS, the Employment  Agreements  contemplate the establishment of
this trust (hereinafter  called the "Trust") and the contribution by the Company
to the Trust of  amounts  that  shall be held  therein,  in order to assist  the
Company in meeting its  obligations to provide  supplemental  benefits under the
Employment Agreements;

           WHEREAS,  the assets of this Trust  shall be subject to the claims of
the  Company's  creditors in the event of the  Company's  Insolvency,  as herein
defined, until paid to the Executives and their respective beneficiaries in such
manner and at such times as specified in the Employment Agreements;

           WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement; and

           NOW,  THEREFORE,  the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

           Section 1.     Establishment of Trust.

           (a) The Company hereby  deposits with the Trustee in trust the sum of
$100.00, which shall become the principal of the Trust to be held,  administered
and disposed of by the Trustee as provided in this Trust Agreement.

           (b) The Trust hereby established shall be irrevocable, but is subject
to termination in accordance with Section 12 hereof.

           (c) The Trust is intended to be a grantor trust, of which the Company
is the grantor,  within the meaning of subpart E, part I,  subchapter J, chapter
1,  subtitle A of the Internal  Revenue Code of 1986,  as amended,  and shall be
construed accordingly.

           (d) The  principal of the Trust,  and any earnings  thereon  shall be
held  separate  and apart  from  other  funds of the  Company  and shall be used
exclusively  for the  purposes  herein  set  forth.  The  Executives  and  their
beneficiaries  shall have no  preferred  claim on, or any  beneficial  ownership
interest in, any assets of the Trust.  Any rights  created under the  Employment
Agreements and this Trust Agreement shall be mere unsecured  contractual  rights
of the Executives and their beneficiaries  against the Company.  Any assets held
by the Trust will be subject to the claims of the  Company's  general  creditors
under  federal  and  state  law in the  event  that the  Company  is  considered
Insolvent, as defined in Section 3(a) herein.

           (e) As soon as practical  following the end of each calendar year, or
otherwise as required pursuant to the Employment  Agreements,  the Company shall
contribute in cash to the Trustee hereunder an amount equal to the contributions
required to be made  pursuant  to the terms of the  Employment  Agreements.  The
Trustee shall not have any right to compel such contributions.

          Section 2.        Payments to Executives and their Beneficiaries

           (a) The Company shall deliver to the Trustee a schedule (the "Payment
Schedule") that indicates the name of each Executive for whom  contributions are
being made, the amounts  payable in respect of each  Executive,  and the time of
commencement  and  conditions for payment of such amounts (as provided for under
the Employment  Agreements).  Except as otherwise  provided herein,  the Trustee
shall make payments to the Executives and their beneficiaries in accordance with
such Payment Schedule The Company shall instruct the Trustee as to amounts to be
reported  and/or  withheld  for any  federal,  state or local  taxes that may be
required to be reported and/or withheld, with respect to the payment of benefits
pursuant to the terms of the Employment  Agreements.  The Trustee shall then pay
amounts so withheld (if any) to the  appropriate  taxing  authorities.  Payments
shall be made to each  Executive in cash (or, if consented to by the Company and
the Executive, in kind).

           (b) The  entitlement  of the  Executives  or their  beneficiaries  to
benefits shall be determined in accordance with the provisions of the Employment
Agreements.
<PAGE>

           (c)  The  Company  may  make  payment  of  benefits  directly  to the
Executives  or their  beneficiaries  as they  become  due under the terms of the
Employment  Agreements.  The Company shall notify the Trustee of its decision to
make  payment of  benefits  directly  prior to the time  amounts  payable to the
Executives or their beneficiaries are due.

In the event that the Company pays the entire amount due to an Executive (or his
beneficiary) pursuant to the terms of the Executive's Employment Agreement, then
the Trustee,  upon receipt of  certification  from the Company that such payment
has been made,  shall  return to the  Company  all Trust  assets  that have been
credited to such Executive's Account (as defined in Section 5(a) hereof).

         Section 3.        Trustee Responsibility Regarding Payments to Trust
                           Beneficiary When the Company is Insolvent.

           (a) The Trustee shall cease payment of benefits to the Executives and
their beneficiaries if the Company is Insolvent. The Company shall be considered
"insolvent"  for purpose of this Trust Agreement if (i) the Company is unable to
pay its debts as they  become  due,  or (ii) the Company is subject to a pending
procedure as a debtor under the United States Bankruptcy Code.

           (b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof,  the  principal and income of the Trust shall be subject to
claims of general  creditors of the Company  under  federal and state law as set
forth below.

           (1)  The Board of Directors  and the Chief  Executive  Officer of the
                Company  shall have the duty to inform the Trustee in writing of
                the Company's becoming  Insolvent.  If a person claiming to be a
                creditor of the Company  alleges in writing to the Trustee  that
                the Company has become  Insolvent,  the Trustee shall  determine
                whether   the   Company   is   Insolvent   and,   pending   such
                determination, the Trustee shall discontinue payment of benefits
                to the Executives or their beneficiaries.

           (2)  Unless  the  Trustee  has  actual  knowledge  of  the  Company's
                becoming Insolvent, or has received notice from the Company or a
                person  claiming to be a creditor  alleging  that the Company is
                Insolvent, the Trustee shall have no duty to inquire whether the
                Company is Insolvent, The Trustee may in all events rely on such
                evidence  concerning the Company's  solvency as may be furnished
                to the Trustee and that  provides  the Trustee with a reasonable
                basis  for  making  a  determination  concerning  the  Company's
                solvency.

           (3)  If at any time the  Trustee has  determined  that the Company is
                Insolvent,   the  Trustee  shall  discontinue  payments  to  the
                Executives or their  beneficiaries  and shall hold the assets of
                the Trust for the benefit of the Company's general creditors and
                shall deliver any  undistributed  assets of the Trust to satisfy
                such  claims as a court of  competent  jurisdiction  may direct,
                after deduction of the Trustee's fees and expenses and any other
                expenses of the Trust  including taxes accrued and unpaid at the
                time.  Nothing in this Trust Agreement shall in any way diminish
                any rights of the  Executives or their  beneficiaries  to pursue
                their rights as general creditors of the Company with respect to
                benefits due under the Employment Agreements or otherwise.

            (4) The  Trustee   shall  resume  the  payment  of benefits  to  the
                Executives or their  beneficiaries in accordance with Section 2
                of this Trust  Agreement only after the Trustee has determined
                that the Company is not Insolvent (or is no longer Insolvent).

            (c)  Provided  that  there are  sufficient  assets,  if the  Trustee
discontinues  the payment of benefits  from the Trust  pursuant to Section 3 (b)
hereof and subsequently resumes such payments,  the first payment following such
discontinuance  shall  include the  aggregate  amount of all payments due to the
Executives or their beneficiaries  under the terms of the Employment  Agreements
for the period of such discontinuance, less the aggregate amount of any payments
made to the  Executives  or their  beneficiaries  by the  Company in lieu of the
payments provided for hereunder during any such period of discontinuance.

          Section 4.       Payments to Company.

           Except as provided in Sections  2(c) and 3 hereof,  the Company shall
have no right or power to direct  the  Trustee  to return to the  Company  or to
divert to others any of the Trust assets  before all  payments of benefits  have
been made to the Executives and their beneficiaries pursuant to the terms of the
Employment Agreements.

           Section 5.      Accounts and Investment Authority.

           a)  Contributions  to the Trust on behalf of each  Executive  and any
interest and earnings  thereon shall be  separately  credited to an account (the
"Account")  established  and held by the  Trustee for each such  Executive.  The
Trustee  shall  provide the Company and the  Executive  with certain  investment
options as set forth on Appendix 2 (the "Investment Options").
<PAGE>
           Each Executive shall timely recommend to the Trustee,  in writing, as
to the  Investment  Options in which the  assets  held in his  Account  shall be
invested; provided, however, that the ultimate investment authority shall reside
with the  Trustee.  In the event  that an  Executive  fails to timely  recommend
investments to the Trustee, then the Trustee shall in its own discretion use its
good  faith  efforts  to  invest  and  reinvest  the  assets  credited  to  such
Executive's Account in the Investment Options.

           From  time to time  the  Company  and the  Trustee  will  review  the
Investment Options and, at their discretion add and/or delete certain Investment
Options.  Notwithstanding  anything herein to the contrary the Trustee shall not
invest  any  assets  held in the  Trust in any  securities  or  properties,  the
investment  in which the  Company  has  advised  the  Trustee in  writing  could
reasonably be expected to have an adverse  effect upon the Company or any of its
divisions, subsidiaries or affiliates.

           (c) The  Company  shall  instruct  trustee  as to what  amounts  each
Account  shall be charged  for  payment of all  federal,  state and local  taxes
deemed payable by the Company with respect to income or gains (offset by losses)
recognized  by the Account,  and such amounts shall be deducted from the Account
and  distributed to the Company as of the end of the taxable year of the Company
during which such income was recognized.  In the event the Account does not have
sufficient cash to make such distribution,  the Company may cause the Trustee to
sell  securities  or  property  to provide  sufficient  cash.  Prior to making a
payment to an  Executive  pursuant to Section  2(a)  hereof,  the Trustee  shall
reduce the Executive's  Account by the amount of federal,  state and local taxes
deemed payable by the Company with respect to income or gains (offset by losses)
recognized by the  Executive's  Account  since the end of the preceding  taxable
year of the Company,  including any taxes with respect to the distribution.  For
purposes of determining taxes payable by the Company pursuant to this Agreement,
it shall be assumed that the Company pays all taxes at the maximum marginal rate
of  federal  income  taxes  and  state  and local  income  and  franchise  taxes
applicable to business corporations.


           Section 6.       Disposition of Income.

           (a) During the term of this Trust,  all income received by the Trust,
net of expenses, shall be accumulated and reinvested.

           Section 7.      Accounting by Trustee.

           The trustee shall  separately  keep accurate and detailed  records of
all investments, receipts, disbursements, and all other transactions required to
be made, with respect to the Account of each Executive,  including such specific
records as shall be agreed upon in writing  between the Company and the Trustee.
Within 60 days following the close of each calendar  quarter and within 120 days
after the removal or  resignation  of the Trustee,  the Trustee shall deliver to
the Company a written  account of its  administration  of the Trust  during such
quarter or during the period from the close of the last preceding quarter to the
date of such removal or  resignation,  setting forth  separately with respect to
each Account,  all investments,  receipts,  disbursements and other transactions
effected by it for each Executive, including a description of all securities and
investments  purchased and sold with the cost or net proceeds of such  purchases
or sales  (accrued  interest  paid or receivable  being shown  separately) , and
showing  all  cash,  securities  and other  property  held in the Trust for each
Executive  at the end of such  quarter  or as of the  date  of such  removal  or
resignation, as the case may be.

          Section 8.Powers, Duties and Responsibilities of Trustee

           (a) The  Trustee  shall  act  with  the  care,  skill,  prudence  and
diligence under the  circumstances  then prevailing that a prudent person acting
in like  capacity and familiar  with such matters would use in the conduct of an
enterprise of a like character and with like aims; provided,  however,  that the
Trustee shall incur no liability to any person for any action taken  pursuant to
a direction,  request or approval  given by the Company or any of the Executives
that is  contemplated  by, and in conformity  with,  the terms of the Employment
Agreements  or this Trust.  In the event of a dispute  between the Company and a
party, the Trustee may apply to a court of competent jurisdiction to resolve the
dispute.

            (b) If the Trustee  undertakes or defends any litigation  arising in
connection with this Trust,  the Company agrees to indemnify the Trustee against
the Trustee's costs,  expenses and liabilities  (including,  without limitation,
attorney's fees and expenses)  relating  thereto and to be primarily  liable for
such payments.  If the Company does not pay such costs, expenses and liabilities
in a reasonably timely manner, the Trustee may obtain payment from the Trust.

           (c) The  Trustee  may  consult  with legal  counsel  (who may also be
counsel  for  the  Company  generally)  with  respect  to any of its  duties  or
obligations hereunder.

           (d) The Trustee may hire agents, accountants,  actuaries,  investment
advisors,   financial  consultants  or  other  professionals  to  assist  it  in
performing any of its duties or obligations hereunder.
<PAGE>
           (e) The Trustee shall have, without  exclusion,  all powers conferred
on the Trustee by applicable law, unless expressly provided otherwise herein.

           (f)  Notwithstanding  any power  granted to  the Trustee  pursuant to
this Trust  Agreement or to applicable law, the Trustee shall not have any power
that could give this Trust the  objective of carrying on a business and dividing
the gains therefrom,  within the meaning of section  301.7701-2 of the Procedure
and Administrative Regulations promulgated pursuant to the Internal Revenue Code
of 1986, as amended.

           (g) Subject to Section 5 and  paragraph (f) of this Section 8, but in
amplification of (and not in limitation of) the powers given in paragraph (e) of
this Section 8, the Trustee shall have the following powers and authority in the
administration of the Trust;

                    (i)  To   invest   all   contributions,   investments,   and
reinvestments  thereof  and  all  additions  thereto  by way  of  contributions,
earnings and increments.

                    (ii) To  sell  for  cash or on  credit,  to  grant  options,
convert,  redeem,  exchange for other securities or other property, or otherwise
to dispose of any securities or other property at any time held.

                    (iii) To settle,  compromise or submit to  arbitration,  any
claims,  debts or  damages,  due or owing to or from the Trust,  to  commence or
defend suits or legal  proceedings  and to  represent  the Trust in all suits or
legal proceedings.

                   (iv) To exercise any conversion privilege and/or subscription
right  available in connection with any securities or other property at any time
held; to oppose or to consent to the reorganization,  consolidation,  merger, or
readjustment  of the finances of any  corporation,  company or association or to
the sale, mortgage, pledge or lease of the property of any corporation,  company
or association  any of the securities of which may at any time be held and to do
any act with reference thereto, including the exercise of options, the making of
agreements  or  subscriptions,  which may be deemed  necessary  or  advisable in
connection therewith, and to hold and retain any securities or other property so
acquired.

                    (v) To  exercise,  personally  or by  general  or by limited
power of attorney,  any right,  including the right to vote,  appurtenant to any
securities or other property held at any time.

                    (vi) To borrow  money  from any lender in such  amounts  and
upon such terms and  conditions as shall be deemed  advisable or proper to carry
out the purposes of the Trust and to pledge any securities or other property for
the repayment of any such loan.

                    (vii) To hold cash uninvested for no more than five (5) days
without  liability for interest,  pending  investment  thereof or the payment of
expenses or making distributions therewith.

                    (viii) To register any securities held hereunder in the name
of the Trustee or in the name of a nominee with or without the addition of words
indicating that such securities are held in a fiduciary capacity and to hold any
securities in bearer form.

                    (ix) To make, execute and deliver,  as Trustee,  any and all
conveyances,  contracts,  waivers,  releases  or other  instruments  in  writing
necessary or proper for the accomplishment of any of the foregoing powers.

           Section 9.     Compensation and Expenses of Trustee

           The  Company  shall pay all  administrative  and  Trustee's  fees and
expenses,  but if not so paid,  such  fees and  expenses  shall be paid from the
assets in Trust.

           Section 10.    Resignation and Removal of Trustee

           (a) The  Trustee  may  resign  at any time by  written  notice to the
Company,  which shall be effective 30 days after  receipt of such notice  unless
the Company and the Trustee agree otherwise.

           (b)   The Trustee may be removed by the Company on  30 days notice or
upon shorter notice accepted by Trustee.

           (c) Upon  resignation or removal of the Trustee and  appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee.  The transfer shall be complete  within 30 days after receipt of notice
of resignation, removal or transfer, unless the Company extends the time limit.

           (d) If the  Trustee  resigns  or is  removed,  a  successor  shall be
appointed,  in  accordance  with  Section 11 hereof,  by the  effective  date of
resignation or removal under  paragraphs (a) or (b) of this section.  If no such
appointment  has been  made,  the  Trustee  may  apply  to a court of  competent
jurisdiction for appointment of a successor or for instructions. All expenses of
the Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.
<PAGE>
         Section 11.       Appointment of Successor

           (a) If the Trustee  resigns or is removed in accordance  with Section
10(a) or (b) hereof,  the Company  may appoint any third  party,  such as a bank
trust  department or other party that may be granted  corporate  trustee  powers
under state law, as a successor  to replace  the  Trustee  upon  resignation  or
removal.  The appointment shall be effective when accepted in writing by the new
Trustee,  who shall have all of the  rights  and  powers of the former  Trustee,
including ownership rights in the Trust assets. The former Trustee shall execute
any instrument necessary or reasonably requested by the Company or the successor
Trustee to evidence the transfer.

           (b) The  successor  Trustee  need not examine the records and acts of
any prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof.  The successor Trustee shall not be responsible for and
the Company shall  indemnify and defend the successor  Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event,  or any  condition  existing at the time it becomes  successor
Trustee.

          Section 12.      Amendment or Termination

           (a) This  Trust  Agreement  may be  amended  by a written  instrument
executed by the Trustee and the Company;  provided,  however,  that no amendment
that alters or impairs the rights of any Executive hereunder (including, but not
limited  to an  amendment  that  changes  or  eliminates  any of  the  available
investment  options described in Section 5 hereof) may be made without the prior
written consent of the affected Executive.

           (b) The  Trust  shall  not  terminate  until  the date on  which  the
Executives and their  beneficiaries  are no longer entitled benefits pursuant to
the terms of the Employment Agreements. Upon termination of the Trust any assets
remaining in the Trust shall be returned to Company.

           (c) Upon written  approval of the  Executives or their  beneficiaries
entitled  to  payment  of  benefits  pursuant  to the  terms  of the  Employment
Agreements,  the Company may terminate  this Trust prior to the time all benefit
payments under the Employment Agreements have been made. All assets in the Trust
at termination shall be returned to the Company.

          Section 13.      Miscellaneous

           (a) Any provision of this Trust Agreement  prohibited by law shall be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

           (b) Benefits payable to the Executives and their  beneficiaries under
this  Trust  Agreement  may not be  anticipated,  assigned  (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

           (c) This Trust  Agreement  shall be construed in accordance  with and
governed  by the laws of  Connecticut  without  regard to its  conflict  of laws
principles.

           Section 14.     Effective Date.

           The effective date of this Trust  Agreement shall be as of January 1,
1994.



IN WITNESS  WHEREOF,  the parties  hereto have executed the Trust as of the date
first above written

                                       CHARTWELL RE CORPORATION


                                       by:


                                       SHAWMUT BANK CT, Trustee



                                       by: