FIRST AMENDMENT
                                       TO
                      TRUST UNDER CHARTWELL RE CORPORATION
                              EMPLOYMENT AGREEMENTS

This First  Amendment  to the Trust Under  Chartwell Re  Corporation  Employment
Agreements,  by and between  Chartwell Re Corporation  ("Chartwell") and Shawmut
Bank CT., the  predecessor in interest to Fleet National Bank (the "Trustee") is
entered into as of August 4, 1998.

                                    RECITALS

A.   Chartwell entered into the Trust Under Chartwell Re Corporation  Employment
     Agreements  (the "Trust  Agreement")  with the Trustee on June 20, 1994;

B.   The Trust  Agreement  sets forth the terms and  conditions  of a trust (the
     "Trust")   established  in  order  to  assist   Chartwell  in  meeting  its
     obligations  to provide  supplemental  benefits  under  certain  employment
     agreements; and

C.   Chartwell  and the Trustee  wish to amend  certain  provisions of the Trust
     Agreement at this time.

NOW THEREFORE, for good and valuable consideration,  the receipt and sufficiency
of which are hereby acknowledged,  the Company and the Trustee hereby consent to
amend the Trust Agreement as follows:

1.       The following Section 1(f) shall be added immediately following Section
         1(e):

         "(f) The  Company  acknowledges  and  agrees  (i)  that  the  Company's
         obligation to pay to the Executives  supplemental  benefits pursuant to
         the terms of the Employment Agreements shall not be limited, terminated
         or  reduced  in any  manner  as a  result  of the  Company  making  any
         contributions  to the Trust under this Trust  Agreement,  (ii) that any
         contributions  made  by the  Company  to the  Trust  under  this  Trust
         Agreement  are solely for the  purpose of  providing  to the  Company a
         source of funds  through  which it may  satisfy  its  liability  to pay
         supplemental  benefits to the  Executives  pursuant to the terms of the
         Employment  Agreements  and (iii)  that the  Company  is the  exclusive
         beneficial owner of the Trust."

2.       The last sentence  of  Section 2(c) shall be deleted and the following
         shall be inserted in its place:

         "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 Executive 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)."

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

         "For each taxable year of the Company, the Company shall be entitled to
         instruct the trustee of the Rabbi Trust to deduct from each Account and
         distribute to the Company as of the end of the first  calendar  quarter
         following  such taxable year an amount equal to the greater of zero and
         the following:
               
                                        Individual Trust Account Taxes
         (Aggregate Taxes - $50,000) x  ------------------------------
                                                 Aggregate Taxes

         where  "Aggregate  Taxes" means all federal,  state and local income or
         franchise  taxes  deemed  payable by the  Company  with  respect to the
         aggregate  income or gains  (offset by losses  and loss  carryforwards)
         recognized  by all of the  Accounts  held in the Trust and  "Individual
         Trust Account Taxes" means, with respect to each Account,  all federal,
         state and local income or franchise taxes deemed payable by the Company
         with  respect  to the  income  or  gains  (offset  by  losses  and loss
         carryforwards)  attributable to such Account.  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 by which the  Trustee  may deduct  pursuant  to the first
         sentence of this  Section  5(c) with respect to the period from the end
         of the immediately preceding taxable year of the Company to the date of
         the payment to the  Executive,  including any taxes payable as a result
         of the  distribution.  For purposes of determining  Aggregate Taxes and
         Individual  Trust Account Taxes pursuant to this Section 5(c), 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 in the  jurisdictions in which the
         Company is subject to state and local income and franchise taxes,  with
         such  federal  and  state  taxes   reduced  in  order  to  reflect  the
         deductibility  of any state and local  income  and  franchise  taxes in
         determining federal taxes."

4.       Except as expressly amended hereby,  the Trust Agreement shall continue
         in full force and effect in accordance  with the provisions  thereof on
         the date hereof.

5.       This First  Amendment shall inure to the benefit of and be binding upon
         the parties hereto and their respective successors and assigns.

6.       This First Amendment may be executed in two or more counterparts,  each
         of which  shall  constitute  an  original,  but all of which when taken
         together shall constitute but one instrument.

7.       This First  Amendment  shall be governed by and construed in accordance
         with  the  laws of the  State  of  Connecticut  without  regard  to its
         conflict of law principles.

IN WITNESS WHEREOF,  the parties have caused this First Amendment to be executed
by their duly authorized representatives.

CHARTWELL RE CORPORATION                          FLEET NATIONAL BANK,
                                                  as Trustee


By:__________________________                     By:___________________________
   Name:                                             Name:
   Title:                                            Title: