CHANGE OF CONTROL AGREEMENT


Agreement is made this ___ day of  _________________,  1997 between Chartwell Re
Holdings Corporation (Chartwell) and ___________________________________.

WHEREAS, _________________________________________ is employed by Chartwell; and

WHEREAS, Chartwell desires to retain the services of in the event of a Change of
Control (as defined  herein) of  Chartwell's  parent,  Chartwell Re  Corporation
(Chartwell Re);

NOW  THEREFORE,  in  consideration  of the  agreements  and provisions set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Term of Agreement. This Agreement shall commence on the date hereof and shall
continue  in  effect  thereafter,  unless,  not  later  than any  September  30,
Chartwell shall have given notice that it will not extend this Agreement  beyond
the ensuing  December 31;  provided,  further,  that,  notwithstanding  any such
notice by Chartwell to  terminate,  if a change of control  shall have  occurred
during the term of this Agreement, this Agreement shall continue in effect for a
period of twenty-four (24) months beyond the date on which the change of control
occurs.

2. Change of Control of Chartwell Re. No benefits  shall be payable unless there
is a change of control  (Change of Control) of Chartwell Re. A Change of Control
shall be deemed to have occurred if:

         (a) any  "person"  (as  defined in Section  3(a) (9) of the  Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), and as such term
         is modified in Sections 13(d) and 14(d) of the Exchange Act), excluding
         Chartwell  Re or any of its  subsidiaries,  a trustee or any  fiduciary
         holding  securities  under an employee  benefit plan of Chartwell Re or
         any of its subsidiaries,  an underwriter temporarily holding securities
         pursuant to an  offering of such  securities  or a  corporation  owned,
         directly  or   indirectly,   by   stockholders   of   Chartwell  Re  in
         substantially  the same proportions as their ownership of Chartwell Re,
         is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3 under
         the Exchange Act),  directly or indirectly,  of securities of Chartwell
         Re (not including in the securities  beneficially  owned by such person
         any securities  acquired  directly from Chartwell Re or its affiliates)
         representing 50% or more of the combined voting power of Chartwell Re's
         then outstanding securities; or

         (b)  during  any  period of not more than two  consecutive  years  (not
         including  any  period  prior  to the  execution  of  this  Agreement),
         individuals  who at the beginning of such period  constitute  the Board
         and any new director,  other than a director designated by a person who
         has entered into an agreement with Chartwell Re to effect a transaction
         described in this Section 2 whose  election by the Board or  nomination
         for election by Chartwell Re's  stockholders  was approved by a vote of
         at least  two-thirds  (2/3) of the  directors  then still in office who
         either were  directors at the beginning of the period or whose election
         or nomination  for election was  previously so approved,  cease for any
         reason to constitute a majority thereof; or

         (c) the  shareholders of Chartwell Re approve a merger or consolidation
         of Chartwell Re with any other corporation,  other than (A) a merger or
         consolidation  which would result in the voting securities of Chartwell
         Re  outstanding  immediately  prior  thereto  continuing  to  represent
         (either by  remaining  outstanding  or by being  converted  into voting
         securities of the surviving entity),  in combination with the ownership
         of any trustee or other fiduciary holding  securities under an employee
         benefit plan of Chartwell Re or Chartwell, at least 50% of the combined
         voting power of the voting securities of Chartwell Re or such surviving
         entity outstanding  immediately after such merger or consolidation,  or
         (B) a merger or consolidation  effected to implement a recapitalization
         of Chartwell Re (or similar  transaction)  in which no person  acquires
         more  than 50% of the  combined  voting  power of  Chartwell  Re's then
         outstanding securities; or

         (d) the  shareholders  of  Chartwell  Re  approve  a plan  of  complete
         liquidation of Chartwell Re or an agreement for the sale or disposition
         by Chartwell Re of all or substantially all Chartwell Re's assets.

3. Termination  Following  Change of Control.  If any of the events described in
Section 2 above constituting a Change of Control shall have occurred,  you shall
be entitled to the  benefits  provided in Section 4 hereof upon  termination  of
your employment with Chartwell  during the two year period  following the Change
of Control unless such  termination is (A) a result of your death or retirement,
or (B) your resignation for other than Good Reason, or (C) your being terminated
by Chartwell for Disability or for Cause.

         (a) Cause.  For  purposes of this  Agreement,  "Cause"  shall mean your
         willful  breach  of duty in the  course  of  your  employment,  or your
         habitual neglect of your employment duties.
<PAGE>
         (b) Disability. For purposes of this Agreement, "Disability" shall mean
         your  absence  from  your  duties  with  Chartwell  for  three  hundred
         sixty-five  (365)  consecutive  days as a result  of your  physical  or
         mental illness.

         (c) Good Reason. You shall be entitled to terminate your employment for
         Good Reason.  For the purpose of this  Agreement,  "Good  Reason" shall
         mean the occurrence of any of the following circumstances:

                           (i)  the assignment to you of any duties inconsistent
                  with your status as (or any higher position to which you  have
                  been promoted at the time) or a substantial diminution in  the
                  nature or status of your responsibilities from those in effect
                  immediately prior to the Change of Control;

                           (ii) a  reduction  in your  annual  base salary as in
                  effect on the date of the Change of Control;

                           (iii) the  relocation  of the office in which you are
                  located prior to the Change of Control to a location more than
                  sixty  (60) miles  from New York  City,  except  for  required
                  travel on the business of Chartwell to an extent substantially
                  consistent with your present business travel obligations;

                           (iv)  Chartwell  selective  refusal  to  permit  your
                  continued participation in any incentive compensation,  bonus,
                  stock   option   or  stock   ownership   plans  in  which  you
                  participated  prior  to  the  Change  of  Control,  unless  an
                  equitable  alternative   compensation   arrangement  has  been
                  provided for you, or the failure by Chartwell to continue your
                  individual  participation  in any such incentive  plans on the
                  same basis as existed at the time of the Change of Control;

                           (v)  except  as  required  by  law,  the  failure  by
                  Chartwell to continue to provide you with benefits at least as
                  favorable as those  enjoyed by you under the employee  benefit
                  and welfare plans of Chartwell in which you were participating
                  at the time of the  Change  of  Control  or the  taking of any
                  action by  Chartwell  which  would  materially  reduce  any of
                  benefits enjoyed by you at the time of the Change of Control;

                           (vi)  the   failure   of   Chartwell   to   obtain  a
                  satisfactory  agreement from any successor to assume and agree
                  to  perform  this  Agreement,  as  contemplated  in  Section 5
                  hereof; or

                           (vii) any purported  termination  of your  employment
                  not effected  pursuant to a Notice of  Termination  satisfying
                  the  requirements of Section 3(d) below;  for purposes of this
                  Agreement, no such purported termination shall be effective.

Your continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstance constituting Good Reason hereunder.

         (d)  Notice of  Termination.  Any  termination  of your  employment  by
         Chartwell  or by  you  shall  be  communicated  by  written  Notice  of
         Termination  to the other party  hereto in  accordance  with  Section 6
         hereof. For purposes of this Agreement, a "Notice of Termination" shall
         mean a notice  indicating  the specific  termination  provision in this
         Agreement relied upon and setting forth in reasonable  detail the facts
         and  circumstances  claimed to provide a basis for  termination of your
         employment under the provision so indicated.

         (e)      Date of  Termination,  Etc. "Date of  Termination"  shall mean
         thirty (30) days after the date specified in the Notice of Termination.

4. Compensation Upon Termination. Following a Change of Control of Chartwell Re,
as defined  herein,  upon  termination of your employment by (a) Chartwell other
than for Cause or (b) by you for Good Reason,  you shall be entitled to benefits
as set forth in this Section 4:

         (a)  Chartwell  shall  pay  you a  severance  payment  (the  "Severance
         Payment") equal  to [one years'/six months'[ full  base  salary at your
         highest rate in  effect during  the twenty-four  (24) months  preceding
         the date on which the Notice of Termination is given;

         (b)  For a[twelve (12)/six (6) month] period after termination of  your
         employment,  Chartwell shall arrange to provide you with life,  medical
         and dental insurance benefits  substantially similar to those which you
         are receiving or entitled to receive immediately prior to the Notice of
         Termination,  unless you are eligible to receive such  benefits  from a
         subsequent employer or a spouse's employer;

         (c)  Chartwell  shall pay you the  Severance  Payment no later than the
         fifth day following the Date of Termination;
<PAGE>

         (d)  If the  amount  of  the  Severance  Payment  would  result  in the
         assessment  of a tax  (Excise  Tax)  imposed  by  Section  4999  of the
         Internal Revenue Code of 1986, as amended,  the Severance Payment shall
         be reduced to an amount which would not result in the  assessment of an
         Excise Tax.

5. Successors; Binding Agreement. Chartwell will require any successor to all or
substantially all of the business and/or assets of Chartwell to expressly assume
and agree to perform  this  Agreement  in the same manner and to the same extent
that  Chartwell  is required to perform it.  Failure of Chartwell to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach  of this  Agreement  and  shall  entitle  you to  compensation  from
Chartwell  in the same  amount and on the same terms as you would be entitled to
if you had  terminated  your  employment  for Good Reason  following a Change of
Control of Chartwell Re, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the Date
of  Termination.  All  references  to  Chartwell  shall be deemed to include its
successors.

         (a) This Agreement  shall inure to the benefit of and be enforceable by
         your  personal  or legal  representatives,  executors,  administrators,
         successors,  heirs,  distributees,  devisees and  legatees.  If you die
         while any amount is payable to you hereunder, all such amounts shall be
         paid in  accordance  with the terms of this  Agreement to your devisee,
         legatee or other  designee  or, if there is no such  designee,  to your
         estate.

6.  Notice.  For the  purpose  of this  Agreement,  notices  and all  other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective  addresses  set forth on the first page of this  Agreement,  provided
that all notices to Chartwell  shall be directed to the  attention of the Office
of the Vice President and General Counsel of Chartwell, or to such other address
as  either  party  may have  furnished  to the other in  writing  in  accordance
herewith,  except that notice of change of address shall be effective  only upon
receipt.

7.  Miscellaneous.  No provision of this  Agreement  may be modified,  waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by both parties.  No waiver by either party at any time of any breach
by the other party shall be deemed a waiver of similar or dissimilar  provisions
or  conditions  at the same or any prior or  subsequent  time.  No agreements or
representations,  oral or  written,  express  or  implied,  with  respect to the
subject matter hereof have been made by either party which are not expressly set
forth  in  this  Agreement.  The  validity,  interpretation,   construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
Connecticut.  All  references  to  sections  of the Code shall be deemed also to
refer to any successor  provisions to such sections.  Any payments  provided for
hereunder  shall  be  paid  net of any  applicable  withholding  required  under
federal, state or local law.

8.  Validity.  The  invalidity  or  unenforceability  of any  provision  of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.


IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the date and
year first written above.


                                            Chartwell Re Holdings Corporation





By:_________________________                 By:___________________________