CERTIFICATE OF INCORPOPATION

                                       OF

                          TRENWICK AMERICA CORPORATION


                1.      The   name  of  the  corporation  is   Trenwick  America
Corporation.

                2.      The  address  of  its  registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington,  County of New
Castle.  The name of its  registered  agent at such  address is The  Corporation
Trust Company.

                3.      The nature of the business or purposes to  be  conducted
or promoted is to engage in any lawful act or activity  for  which  corporations
may be organized under the General Corporation Law of Delaware.

                4.      The total  number of shares of  all  classes of  capital
stock, which the  corporation  shall have authority to issue is 1,000  shares of
common stock, with $1.00 par value per share.

                5.      The name and mailing address of the incorporator is as
follows:

                 NAME                                MAILING ADDRESS
                 -----                               ---------------
                 Ellen Jacobs                        805 Third Avenue
                                                     New York, New York 10022

                6.      In  furtherance  and  not  in  limitation  of the powers
conferred  by  statute,  the board of directors is expressly authorized to make,
alter or repeal the by-laws or the corporation.

                7.      Elections of directors  need  not  be  by written ballot
unless the by-laws of the corporation shall so provide.

                8.      Whenever   a  compromise  or  arrangement   is  proposed
between this  corporation  and its creditors or any class of them and/or between
this  corporation  and its  stockholders  or any  class  of them,  any  court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder  thereof or on
the  application  of any receiver or receivers  appointed  for this  corporation
under the  provisions  of Section 291 of Title 8 of the Delaware  Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholders or class of stockholders of this  corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this corporation, as the case may be,
and also on this corporation.


                                       1


                  9.    The  corporation  reserves  the  right  to amend, alter,
change or repeal any provision  contained in this certificate of  incorporation,
in the manner now or hereafter  prescribed by statute,  and all rights conferred
upon stockholders herein are granted subject to this reservation.

                  I,  THE  UNDERSIGNED,  being  the  incorporator   hereinbefore
named,  for the  purpose  of  forming  a  corporation  pursuant  to the  General
Corporation  Law of the  State of  Delaware,  do make this  certificate,  hereby
declaring  and  certifying  that  this is my act and deed and the  facts  herein
stated are true,  and  accordingly  have  hereunto  set my hand this 29th day of
April, 1983.


                                                 /s/   Ellen Jacobs
                                                    ----------------------------
                                                    Ellen Jacobs
                                                    Incorporator




                                       2