LASALLE RE HOLDINGS LTD
AMENDEDAND RESTATED EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>4
<FILENAME>d55443_ex10-35.txt
<DESCRIPTION>AMENDEDAND RESTATED EMPLOYMENT AGREEMENT
<TEXT>
                                                                   Exhibit 10.35

                                 Amendment No. 1
                                       To
                    Amended and Restated Employment Agreement

      This Amendment No. 1 (this "Amendment"), dated as of April 30, 2002,
between Guy D. Hengesbaugh (the "Executive") and LaSalle Re Limited (the
"Company"), amends the Amended and Restated Employment Agreement (the "Original
Agreement"), dated as of October 1, 1999, between the Executive and the Company.
Capitalized terms used and not defined herein shall have the respective meanings
ascribed to such capitalized terms in the Original Agreement.

                              W I T N E S S E T H:

      WHEREAS, the Executive and the Company are party to the Original
Agreement; and

      WHEREAS, the Executive and the Company desire to enter into this Amendment
in order to amend certain provisions of the Original Agreement;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed by the Executive and the
Company as follows:

A.    Amendments

1. Paragraph 4 of the Original Agreement is hereby amended by deleting
subparagraph 4(c) and replacing it with the following:

      "(c)  Salary Continuation. If the Executive's Date of Termination occurs
            during the Agreement Term because of (i) his discharge by the
            Company for reasons other than Cause (described in paragraph 3(c)),
            or (ii) his constructive discharge (described in paragraph 3(d)),
            the Executive shall be entitled to continue to receive Salary
            payments (at the rate in effect on the Date of Termination) through
            the earliest of : (x) the last day of the Agreement Term; (y) the
            date of the Executive's death or (z) the date, if any, of the breach
            by the Executive of the non-competition requirements of paragraph 6,
            the confidentiality requirements of paragraph 7 or the
            non-disparagement requirements of paragraph 8. If the Executive's
            Date of Termination is within one year following a Change in
            Control, the payment of the first 12 months of any salary
            continuation payments made pursuant to this subparagraph 4(c) shall
            be made within 10 calendar days of the Date of Termination and shall
            not be refundable, with any remaining salary continuation payments
            to be made in monthly or more frequent installments commencing on
            the 12 month anniversary of the Date of Termination and in
            accordance with the Company's customary payroll practices. If the
            Executive's Date of Termination is not within the

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            one year period following a Change in Control, any salary
            continuation payments made pursuant to this subparagraph 4(c) shall
            be made in monthly or more frequent installments in accordance with
            the Company's customary payroll practices."

2. Paragraph 4 of the Original Agreement is hereby amended by deleting
subparagraph 4(e) and (4)(f) replacing them with the following:

      "(e)  Housing Expenses. If the Executive is entitled to salary
            continuation payments pursuant to paragraph 4(c), the Executive
            shall receive a housing and living expense allowance (described in
            paragraph 2(g)) through the earlier of (i) the last day for this the
            Executive receives salary continuation payments pursuant to
            paragraph 4(c) or (ii) the first day following the Executive's Date
            of Termination upon which the Executive is entitled to receive a
            housing or living allowance as a full-time or part-time employee or
            consultant. If the Executive's Date of Termination is within one
            year following a Change in Control, the payment of the first 12
            months of any housing and living expense allowance made pursuant to
            this subparagraph 4(e) shall be made within 10 calendar days of the
            Date of Termination and shall not be refundable, with any remaining
            housing and living expense allowance payments to be made in monthly
            or more frequent installments commencing on the 12 month anniversary
            of the Date of Termination and in accordance with the Company's
            customary payroll practices. If the Executive's Date of Termination
            is not within the one year period following a Change in Control, any
            housing and living expense allowance payments made pursuant to this
            subparagraph 4(e) shall be made in monthly or more frequent
            installments in accordance with the Company's customary payroll
            practices.

      (f)   Medical Benefits. If the Executive is entitled to salary
            continuation payments pursuant to paragraph 4(c), the Executive may
            continue to participate in the Company's medical and dental plans in
            which he participated on the day before his Date of Termination
            through the earlier of (i) the last day for which the Executive
            receives salary continuation payments pursuant to paragraph 4(c) or
            (ii) the first day following the Executive's Date of Termination
            upon which the Executive is entitled to receive medical insurance
            benefits as a full-time or part-time employee or consultant.
            Participation in the Company's medical and dental plans is subject
            to the Executive's payment of the applicable employee portion of the
            monthly premium cost, if any, payable by employees of the Company
            from time to time. If the Company ceases offering the medical and
            dental plans in which the Executive participated on the day before
            his Date of Termination to Company employees during this time, the
            Executive may elect to participate in any other medical or dental
            plan offered by the Company to its employees; provided, however,
            that the Executive shall be

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            responsible for paying the applicable portion of the monthly premium
            cost, if any, payable by employees of the Company from time to time.

      (g)   Other Programs. No benefits shall be payable to the Executive under
            any other severance pay arrangement or similar arrangement
            maintained by the Company or any Subsidiary. Except as otherwise
            expressly provided in this Agreement, no other payments or benefits
            shall be due to the Executive following the Date of Termination
            (except as otherwise specifically provided under the terms of an
            employee benefit plan or arrangement)."

3. Paragraph 6 of the Original Agreement is hereby deleted and replaced with the
following:

      "6.   Non-competition. (a) While the Executive is employed by the Company
            and during the Non-Competition Period, the Executive agrees that he
            will not directly or indirectly perform services in a senior
            management-related position in Bermuda for a direct competitor of
            the Company (or any successor company into which the Company or the
            Holding Company may be merged or consolidated). A related position
            shall include, but is not limited to, a chief executive officer or
            president. The Executive shall have the right to request the Company
            consent to the Executive's right to directly perform services in a
            senior management-related position in Bermuda, which consent shall
            not be unreasonably withheld by the Company; provided, however, in
            the event the Company so consents, the Company's obligations to make
            any payments or provide any benefits to the Executive under
            paragraph 4 shall terminate as of the date of the Company's consent.

      (b)   While the Executive is employed by the Company, and during the
            Non-Competition Period, the Executive will not directly or
            indirectly solicit, divert or attempt to employ, solicit for
            employment or encourage to leave their employment, in each case,
            either as an employee, agent or representative, any person who is an
            officer, employee, agent or representative of the Company (or any
            successor company into which the Company or the Holding Company may
            be merged or consolidated).

      (c)   For purposes of this paragraph 6, "Non-Competition Period" shall be
            determined as follows:

            (i)   If the Executive's Date of Termination occurs under
                  circumstances described in paragraph 3(e) (relating to the
                  Executive's resignation) or within one year after the
                  occurrence of a Change in Control, the Non-Competition Period
                  shall be the period beginning on the Date of Termination, and
                  ending on the 12 month anniversary of the Date of Termination.


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            (ii)  If the Executive's Date of Termination occurs under
                  circumstances other than those described in paragraph 3(e)
                  (relating to the Executive's resignation), the Non-Competition
                  Period shall be the period beginning on the Date of
                  Termination and ending on the last day of the Agreement Term;
                  provided, however, that if the Executive is entitled to salary
                  continuation payments in accordance with paragraph 4(c), and
                  if such salary continuation payments are discontinued prior to
                  the last day of the Agreement Term, then the Non-Competition
                  Period will end on the date that the last salary continuation
                  payment is made to the Executive (unless such discontinuance
                  is as a result of the Executive's breach of this paragraph 6,
                  paragraph 7 or paragraph 8).

      (d)   For purposes of this paragraph 6, "Change in Control" means the
            earliest to happen of the following:

            (i)   The acquisition, in one or more transactions, of beneficial
                  ownership (within the meaning of Rule 13d-3 under the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") by any person or entity or any group of persons or
                  entities who constitute a group (within the meaning of Rule
                  13d-3 of the Exchange Act), other than a trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  Trenwick Group Ltd. ("Trenwick") or a subsidiary of Trenwick,
                  of any securities of Trenwick if, as a result of such
                  acquisition, such person, entity or group either (A)
                  beneficially owns (within the meaning of Rule 13d-3 under the
                  Exchange Act), directly or indirectly, more than 50% of
                  Trenwick's outstanding voting securities entitled to vote on a
                  regular basis for a majority of the members of the Trenwick
                  Board of Directors of Trenwick (the "Trenwick Board") or (B)
                  otherwise has the ability to elect, directly or indirectly, a
                  majority of the members of the Trenwick Board;

            (ii)  A change in the composition of the Trenwick Board such that a
                  majority of the members of the Trenwick Board are not
                  Continuing Directors. A "Continuing Director" means, as of any
                  date of determination, any member of the Trenwick Board who
                  (A) was a member of the Trenwick Board on the date of this
                  Agreement, or (B) was nominated and elected to such Board with
                  the affirmative vote of a majority of the Continuing Directors
                  who were members of the Trenwick Board at the time of such
                  nomination or election; or

            (iii) The shareholders of Trenwick approve (A) a merger or
                  consolidation of Trenwick with any other corporation, other
                  than a merger or consolidation which would result in the
                  voting securities of Trenwick outstanding immediately prior
                  thereto continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity) at least 50% of the total

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                  voting power represented by the voting securities of Trenwick
                  or such surviving entity outstanding immediately after such
                  merger or consolidation, or (B) a plan of complete liquidation
                  of Trenwick or an agreement for the sale or disposition by
                  Trenwick (in one or more transactions) of all or substantially
                  all of Trenwick's assets.

            (iv)  Trenwick sells, distributes, liquidates or otherwise disposes
                  of its ownership interest in, all or substantially all of the
                  common shares or assets of, the Company or the Holding
                  Company.

            (v)   The Company sells, distributes or otherwise disposes of its
                  ownership interest in all or substantially all of the
                  Company's current in-force business through either a sale of
                  renewal rights or a reinsurance transaction or some
                  combination thereof.

            Notwithstanding the foregoing, the events in paragraph (d)(i)(A)
            above or paragraph (d)(iii)(A) above shall not be deemed a Change in
            Control if, for a period of one year following the consummation of
            the transactions constituting such change the Continuing Directors
            shall have continued to constitute a majority of the Board of
            Directors of Trenwick or its successor. In addition, an event that
            would not otherwise be a Change in Control in accordance with this
            definition may be designated as a "Change in Control" by the
            Trenwick Board, in its sole discretion.

            Nothing in this paragraph 6, paragraph 7 or paragraph 8 shall be
            construed as limiting the Executive's duty of loyalty to the Company
            while she is employed by the Company or any other duty she may
            otherwise have to the Company while she is employed by the Company."

B. Miscellaneous Provisions

1. This Amendment is limited as specified and shall not constitute an amendment,
modification, acceptance or waiver of any other provision of the Original
Agreement or any other agreement, written or oral, between the Executive and the
Company.

2. This Amendment and the rights and obligations of the parties hereunder shall
be construed in accordance with and governed by the laws of Bermuda, without
regard to the conflict of law provisions of any jurisdiction. All disputes shall
be arbitrated or litigated (whichever is applicable) in Bermuda.

3. From and after the effective date of this Amendment, all references in the
Original Agreement shall be deemed to refer to the Original Agreement as
modified hereby.

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IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment
as of the date first set forth above.

                                           /s/ Guy D. Hengesbaugh
                                        ------------------------------------
                                               Guy D. Hengesbaugh


                                        LASALLE RE LIMITED


                                        By:      /s/ James F. Billett, Jr.
                                           ---------------------------------
                                        Name: James F. Billett, Jr.
                                        Title: Director

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