AMENDMENT NO. 1 TO
                              AMENDED AND RESTATED
                        AGREEMENT, SCHEMES OF ARRANGEMENT
                           AND PLAN OF REORGANIZATION

         This Amendment No. 1 (this "Amendment") is made as of June 28, 2000, by
and among LaSalle Re Holdings  Limited,  a company  organized  under the laws of
Bermuda ("LaSalle Holdings"),  LaSalle Re Limited, a company organized under the
laws of Bermuda and a majority owned  Subsidiary of LaSalle  Holdings  ("LaSalle
Re"),  Trenwick  Group Inc., a Delaware  corporation  ("Trenwick")  and Trenwick
Group Ltd. (formerly known as Gowin Holdings  International  Limited), a company
organized under the laws of Bermuda ("New Holdings"), and amends the Amended and
Restated  Agreement,  Schemes of  Arrangement  and Plan of  Reorganization  (the
"Agreement"), dated as of March 20, 2000, by and among LaSalle Holdings, LaSalle
Re,  Trenwick and New Holdings.  Capitalized  terms used and not defined in this
Amendment shall have the meanings set forth in the Agreement.

         WHEREAS,  LaSalle  Holdings,  LaSalle Re, Trenwick and New Holdings are
parties to the Agreement.

         WHEREAS, LaSalle Holdings, LaSalle Re, Trenwick and New Holdings desire
to amend the  Agreement  to provide  for an  extension  of the date on which the
Agreement may be terminated by either LaSalle  Holdings or Trenwick absent prior
occurrence of the Effective Time.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
representations,  warranties,  covenants and agreements  herein  contained,  the
parties hereto agree as follows:

         1.   Amendment of Section 7(b)(i).  Section 7(b)(i) of the Agreement is
amended by deleting such Section in its  entirety and inserting in its place the
following

         "if the  Effective  Time shall not have occurred on or before the first
         business day following September 30, 2000; provided,  however, that the
         right to terminate this Agreement  under this Section  7.1(b)(i)  shall
         not be available to any party whose  failure to fulfill any  obligation
         under this Agreement has been the cause of, or resulted in, the failure
         of the Effective Time to occur on or before such date;"

         2.  Effectiveness.  This  Amendment  shall be  effective as of the date
first written above.  Except as amended  hereby,  the Agreement  shall remain in
full force and affect and shall be otherwise unaffected hereby. Any reference to
the Agreement set forth in the Agreement shall refer to the Agreement as amended
by this Amendment after the date hereof.




         3. Miscellaneous.  This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all  purposes  shall be governed
by and  construed  in  accordance  with the  laws of such  state  applicable  to
contracts to be made and performed  entirely  within such State.  This Amendment
may be executed in any number of counterparts,  each of such counterparts  shall
for all  purposes be deemed to be an original  and all such  counterparts  shall
together  constitute but one and the same  instrument.  If any term,  provision,
covenant  or  restriction  of this  Amendment  is held by a court  of  competent
jurisdiction  or other  authority  to be  invalid,  void or  unenforceable,  the
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated.

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Amendment to be duly executed, all as of the date and year first above written.



                                       LASALLE RE HOLDINGS LIMITED

                                       By: /s/  Guy D. Hengesbaugh
                                           -------------------------------
                                       Name:   Guy D. Hengesbaugh
                                       Title:  President and Chief Executive
                                               Officer


                                       LASALLE RE LIMITED

                                       By: /s/  Guy D. Hengesbaugh
                                           -------------------------------
                                       Name:   Guy D. Hengesbaugh
                                       Title:  President and Chief Executive
                                               Officer



                                       TRENWICK GROUP INC.

                                       By: /s/ James F. Billett, Jr.
                                           -------------------------------
                                       Name:   James F. Billett, Jr.
                                       Title:  Chairman, President and
                                               Chief Executive Officer



                                       TRENWICK GROUP LTD.

                                       By: /s/ John V. Del Col
                                           -------------------------------
                                       Name:   John V. Del Col
                                       Title:  Director