FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT


This  Fourth  Amendment  to  the  Employment   Agreement  between  Chartwell  Re
Corporation and Richard E. Cole is entered into as of December 31, 1997.

                                    RECITALS

     A.  Chartwell Re  Corporation  (the  "Company")  entered into an Employment
Agreement  (the  "Agreement")  with  Richard  E.  Cole (the  "Executive")  dated
December 8, 1993; and

     B. The  Agreement  set forth  the  terms  and conditions of the Executive's
employment with the Company.

NOW THEREFORE,  the Company and Executive  hereby consent to amend the Agreement
as follows:

1.    The term of the  Agreement is hereby  extended  from  December 31, 1997 to
      December 31, 1998.

2.    Section  5(c) shall be deleted  and the following shall be inserted in its
      place:

                  "(c)  Insurance  Benefits.   The  Company  shall  provide  the
         Executive with (i) disability and health insurance benefits  (including
         dependent  coverage)  pursuant to the terms of the Company's health and
         disability  plans,  (ii)  supplemental  long term disability  insurance
         coverage up to a maximum benefit of 50% of the Executive's  annual base
         salary  in effect  hereunder  to the  extent  that the  payment  of any
         benefit  thereunder is deductible by the Company on its federal  income
         tax return and (iii) term life  insurance  coverage equal to $1,500,000
         (one million five hundred thousand dollars)."

3.       The first  paragraph of Section 8(e) shall be deleted and the following
         shall be inserted in its place:

                  "Notwithstanding  any other  provisions in this Agreement,  if
         during  the two year  period  following  a "Change of  Control"  of the
         Company, the Executive's employment with the Company shall terminate as
         a result of:

                  (i)  the termination of the Executive's  employment by the
                       Company (including a failure by the Company to extend the
                       Term) other than for Disability or Cause, or

                 (ii) the Executive's termination for Good Reason,

         the Company shall pay to the Executive,  within five (5) days following
         the Date of Termination,  the compensation set forth in Section 8(d)(i)
         plus (in lieu of the  compensation  set forth in Sections  8(d)(ii) and
         (iii)) a lump sum  payment  equal to the sum of (A) three (3) times the
         Executive's Base Salary (at the greater of the rate in effect as of the
         Change of Control or the Date of  Termination),  (B) an amount equal to
         the annual bonus paid to the Executive for the fiscal year  immediately
         preceding the Change of Control or the Date of  Termination,  whichever
         is  greater,  but only to the extent  payment of such  amount  does not
         subject  the  Executive  to  any  Excise  Tax  (as  defined  below)  in
         connection  therewith,  (C) any installment bonus payments not yet paid
         to the Executive  pursuant to Section 5(b)(i) and (D) the amount needed
         by the Executive to purchase  benefits  equivalent to those provided to
         the  Executive  pursuant to Section 5(c) as of the Date of  Termination
         for a period of two (2) years from the Date of Termination."

3.       The address for notices,  demands and all other  communications  to the
         Company set forth in Section 11 of the  Agreement  shall be deleted and
         the following address shall be inserted in its place:

                  "Four Stamford Plaza
                  107 Elm Street
                  Stamford, CT  06902
                  Attention: General Counsel"

                                               Chartwell Re Corporation

/s/ Richard E. Cole                              By:/s/ Kathleen M. Carroll
-----------------------                          --------------------------
Richard E. Cole                                  Kathleen M. Carroll
                                                 Senior Vice President,
                                                 General Counsel and Secretary