AMENDMENT TO MANAGEMENT 
                STOCK PURCHASE AGREEMENT


       This Amendment (this "Amendment") to Management Stock Purchase
Agreement dated as of July 28, 1993, among The Continental
Corporation, a New York corporation ("Continental"), Underwriters Re
Holdings Corp., a Delaware corporation ("Underwriters Re"),
Underwriters Re Corporation, a Delaware corporation ("Underwriters Re
Corporation") and each of the individuals listed on the signature
pages thereof (the "Management Stockholders"), as supplemented by the
August 12, 1993 Supplement to Management Stock Purchase Agreement (as
supplemented, the "Management Stock Purchase Agreement") is made as
of the 7th day of October, 1993 by the parties hereto.  All
capitalized terms used but not defined herein shall have the meaning
ascribed to such terms in the Management Stock Purchase Agreement.

                  W I T N E S S E T H :

       WHEREAS, the parties hereto desire to amend the Management
Stock Purchase Agreement to accurately reflect the ownership of
Shares by Management Stockholders;

       NOW, THEREFORE, in consideration of the premises and the
mutual covenants, agreements and provisions contained herein, the
parties hereto agree as follows:

       1.  Amendments.

           (a) The phrase, "or owns of record and has full power and
authority to convey free and clear of all Liens" contained in Section
2.1 of the Management Stock Purchase Agreement, be and hereby is
amended to read as follows:  "or owns beneficially through a trust or
similar entity has full power and authority to convey free and clear
of all Liens."

           (b) The number appearing opposite Steven H.  Newman's name
on Schedule 1.3 to the Management Stock Purchase Agreement is hereby
amended to read "341,522."

           (c) The numbers appearing opposite the names of each of
Pamela Falzone and Judy Mann on the Supplement to Schedule 1.3 to the
Management Stock Purchase Agreement are hereby amended, in each case,
to read "666."

       2.  It is understood that of the Shares appearing opposite
Steven H. Newman's name on Schedule 1.3 to the Management Stock
Purchase Agreement, 31,000 Shares are held by Chemical Bank as
custodian for Steven H. Newman - IRA, that the Shares appearing
opposite Peter A.  Bengelsdorf's name are held by The Bengelsdorf
Family Trust, and that of the Shares appearing opposite Russell T.
John's name on Schedule 1.3 to the Management Stock Purchase
Agreement, 5,466 Shares are held by the Russell and Eileen John
Irrevocable Trust.

       3.  Effectiveness.  This Amendment shall be deemed to be
effective upon execution of the parties below, as of July 28, 1993.

       4.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws and in the manner contemplated
by the Management Stock Purchase Agreement.

       IN WITNESS WHEREOF, each party hereto has caused this Amendment
to be duly executed on the date referenced above.



                            THE CONTINENTAL CORPORATION


                            By:  /s/Wayne Fisher



                            UNDERWRITERS RE HOLDINGS
                            CORP.


                            By:  /s/Peter A. Bengelsdorf
                                 Name: Peter A. Bengelsdorf
                                 Title:	 Chief Financial Officer


                            UNDERWRITERS RE CORPORATION


                            By:  /s/Peter A. Bengelsdorf
                                 Name:	Peter A. Bengelsdorf
                                 Title:	Chief Financial Officer


                            MANAGEMENT STOCKHOLDERS


                                                        
                            /s/Dennis E. Arnold

                                                        
                            /s/Peter A. Bengelsdorf

                                                        
                            /s/Mark A. Bennett

                                                        
                            /s/Theodore A. Blundell

                                                    
                            /s/Denise A. Coleman


                            /s/Pamela Falzone

                                                              
                            /s/Todd J. Hess

                                                        
                            /s/F. Paul Japp

                                                       
                            /s/Russell T. John

                                                        
                            /s/Stephen C. Kolakowski

                                                        
                            /s/Michael J. Kruse

                                                        
                            /s/Judy Mann

                                                        
                            /s/Nancy Moore

                                                        
                            /s/Steven H. Newman

                                                      
                            /s/M. Bernard Puckett

                                                        
                            /s/James P. Rapp

                                                        
                            /s/Edwin Seaman