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                                                                   EXHIBIT 10.26

                           ODYSSEY RE HOLDINGS CORP.
                             RESTRICTED SHARE PLAN

     1.   PURPOSES.  The purposes of the ODYSSEY RE HOLDINGS CORP. RESTRICTED
SHARE PLAN, as amended from time to time (the "Plan"), are to focus on creating
stockholder value and to promote the success and enhance the value of Odyssey Re
Holdings Corp., a Delaware corporation, and any successor thereto (the
"Company"), by linking the personal interests of participants to those of the
Company's stockholders by providing participants with an incentive for
outstanding performance. The Plan is further intended to assist the Company in
its ability to motivate, and retain the services of, participants upon whose
judgment, interest and special effort the successful conduct of the Company's
and its Subsidiaries' (as such term is defined below) operations is largely
dependent.

     2.   DEFINITIONS AND RULES OF CONSTRUCTION.

     (a)  Definitions. For purposes of the Plan, the following capitalized words
          shall have the meanings set forth below:

     "Award" means a grant of a Restricted Share pursuant to Section 7 of the
Plan.

     "Award Document" means an agreement, certificate or other type or form of
document or documentation approved by the Committee which sets forth the terms
and conditions of an Award. An Award Document may be in written, electronic or
other media, may be limited to a notation on the books and records of the
Company and, unless the Committee requires otherwise, need not be signed by a
representative of the Company or a Participant.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations (including any proposed regulations)
promulgated thereunder.

     "Committee" means the Compensation Committee of the Board, or such other
committee of the Board as may be designated from time to time by the Board to
administer the Plan.

     "Common Stock" means the common stock, par value $.01 per share, of the
Company.

     "Date of Grant" means the date of grant of an Award as set forth in the
applicable Award Document.

     "Disability" means an Employee's inability to fulfill his or her employment
or directorial obligations to the Company or any Subsidiary by reason of any
medically determinable physical or mental impairment which has lasted or in the
determination of the Committee or of such other person(s), if any, as the
Committee may appoint with the consent of the Board, is likely to last for a
continuous period of at least twenty-six (26) weeks or for any period of
twenty-six (26) weeks (whether or not consecutive) in any consecutive twelve
(12) month period.

     "Effective Date" means May 23, 2001.

     "Eligible Individual" means an individual described in Section 5(a) who is
eligible for an Award under the Plan.

     "Employee" means a director or an employee of the Company or of any
Subsidiary (including, without limitation, a common law employee and an
individual who provides substantial service for the Company or any Subsidiary
pursuant to a contractual arrangement entered into by and between the Company or
any Subsidiary and an independent entity).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

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     "Participant" means an Eligible Individual described in Section 5(a) who
has been granted an Award under the Plan.

     "Pro Rata Portion" means, with respect to any grant of Restricted Shares,
the portion represented by the fraction A divided by B, where A is the number of
days from (but excluding) the date the particular Restricted Share grant was
awarded until (and including) the particular date and B is the number of days
from (but excluding) the date the particular Restricted Share grant was awarded
until (and including) the date when the Restricted Period and any other
restrictions imposed upon the Restricted Shares awarded under such grant would
have lapsed.

     "Restricted Period" means, with respect to any Restricted Share, the period
of time determined by the Committee in accordance with the terms of the Plan
during which such Restricted Share is subject to the restrictions set forth in
the applicable Award Document.

     "Restricted Share" means a share of Common Stock that has not vested or
remains subject to forfeiture, transfer or other restrictions in accordance with
Section 7 and the applicable Award Document, and shall include any shares or
other securities into which such shares have been for any reason changed or
which have for any reason been substituted for, or distributed (as a dividend or
otherwise) upon, such shares.

     "Retirement Age" means the age regarded by the Company or a Subsidiary as
the normal retirement age for its employees in general, based upon the Company's
or the Subsidiary's normal employment and related policies and practices.

     "Subsidiary" means any (i) corporation if fifty percent (50%) or more of
the total combined voting power of all classes of stock is owned, either
directly or indirectly, by the Company or another Subsidiary or (ii) limited
liability company if fifty percent (50%) or more of the membership interests is
owned, either directly or indirectly, by the Company or another Subsidiary.

     "Termination of Employment" means a Participant's termination of employment
or directorship with the Company or a Subsidiary for any reason whatsoever
(including, without limitation, as a result of termination by the Company or a
Subsidiary without cause) at a time when the Participant is not (and is not
imminently about to be) an employee or a director of either the Company or any
Subsidiary.

     (b)  Rules of Construction. The masculine pronoun shall be deemed to
          include the feminine pronoun and the singular form of a word shall be
          deemed to include the plural form, unless the context requires
          otherwise. Unless the text indicates otherwise, references to sections
          are to sections of the Plan.

     3.   ADMINISTRATION.

     (a)  Power and Authority of the Committee. The Plan shall be administered
          by the Committee (subject to the approval of, ratification by, or
          other action taken by, the Board, if necessary to satisfy the
          requirements of Rule 16b-3 promulgated under Section 16 of the
          Exchange Act), which shall have full power and authority, subject to
          the express provisions hereof:

        (i)   to select Participants from the Eligible Individuals;

        (ii)   to make Awards in accordance with the Plan;

        (iii)  to determine the number of shares of Common Stock subject to each
               Award;

        (iv)  to determine the terms and conditions of each Award, including,
              without limitation, those related to transferability, vesting, the
              lapse of the Restricted Period and forfeiture, and the effect, if
              any, of a Participant's Termination of Employment, and including
              the authority to adjust the terms of an Award to comply with the
              laws of any applicable jurisdiction;

        (v)   to amend the terms and conditions of an Award after the granting
              thereof to a Participant in a manner that either is not
              prejudicial to the rights of such Participant in such Award or has
              been consented to in writing by the Participant;

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        (vi)  to specify and approve the provisions of the Award Documents
              delivered to Participants in connection with their Awards;

        (vii) to construe and interpret any Award Document delivered under the
              Plan;

        (viii) to prescribe, amend and rescind rules and procedures relating to
               the Plan;

        (ix)  subject to the provisions of the Plan and subject to such
              additional limitations and restrictions as the Committee may
              impose, to delegate to one or more officers of the Company some or
              all of its authority under the Plan;

        (x)   to employ such legal counsel, independent auditors and consultants
              as it deems desirable for the administration of the Plan and to
              rely upon any opinion or computation received therefrom; and

        (xi)  to make all other determinations (including, without limitation,
              factual determinations) and to formulate such procedures as may be
              necessary or advisable for the administration of the Plan.

     (b)   Plan Construction and Interpretation.  The Committee shall have full
           power and authority, subject to the express provisions hereof, to
           construe and interpret the Plan.

     (c)   Determinations of Committee Final and Binding.  All determinations by
           the Committee in carrying out and administering the Plan and in
           construing and interpreting the Plan shall be final, binding and
           conclusive for all purposes and upon all interested persons. Every
           action, including an exercise of discretion by the Committee, is
           wholly without precedent value for any purpose.

     4.   COMMON STOCK SUBJECT TO THE PLAN.

     (a)   Plan Limit.  Subject to Section 9, the Company is authorized to issue
           Awards that, together with the Common Stock underlying stock options
           awarded under the Company's Stock Option Plan, do not in the
           aggregate exceed 10% of the Company's issued and outstanding Common
           Stock as of the last business day of each calendar year (the "Plan
           Limit"). Shares utilized in connection with the Plan may be purchased
           on the open market or otherwise acquired, newly issued, treasury
           shares or any combination thereof. Notwithstanding the foregoing, the
           maximum aggregate number of Restricted Shares awarded under the Plan
           which may be newly issued shares is limited to 300,000.

     (b)   Rules Applicable to Determining Shares Available for Issuance.  For
           purposes of determining the number of shares of Common Stock that
           remain available for issuance under the Plan, the following shares
           shall be added back to the Plan Limit and again be available for
           Awards:

        (i)   The number of Restricted Shares withheld from any Award to satisfy
              a Participant's tax withholding obligations; and

        (ii)   If any Restricted Shares are forfeited, such forfeited Restricted
               Shares.

     5.   PARTICIPATION.

     (a)   Eligible Individuals.  Awards may be granted by the Committee, in its
           sole discretion, to those individuals who are Employees of the
           Company and any Subsidiary that is selected by the Company from time
           to time to participate in the Plan.

     (b)   Awards to Participants.  The Committee shall have no obligation to
           grant any Eligible Individual an Award or to designate an Eligible
           Individual as a Participant.

     6.   AWARD DOCUMENT.  The terms and provisions of each Award shall be set
forth in an Award Document in a form approved by the Committee, which shall
incorporate the Plan by reference. The vesting, forfeiture and other
restrictions applicable to an Award (which may include, without limitation,
restrictions on

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transferability) shall be determined by the Committee and may be set forth in
the applicable Award Document.

     7.   RESTRICTED SHARES.

     (a)   Terms of Restricted Shares Generally.

        (i)   Restricted Shares may be granted to any Eligible Individual by the
              Committee, in its sole discretion. The Restricted Shares granted
              under the Plan shall comply with the terms and conditions of the
              Plan and the applicable Award Document.

        (ii)   Each grant of Restricted Shares shall be evidenced by an Award
               Document (provided that if there is any conflict between the
               terms of an Award Document and the terms of the Plan, the latter
               shall prevail). The Award Document with respect to such
               Restricted Shares may set forth the restrictions applicable to
               the Restricted Shares. Restricted Shares shall be held in escrow
               rather than delivered to the Participant pending the release of
               the applicable restrictions and the Participant shall execute and
               deliver to the Company (1) an escrow agreement satisfactory to
               the Committee and (2) the appropriate blank stock powers with
               respect to the Restricted Shares covered by such agreements. If a
               Participant shall fail to execute an escrow agreement and stock
               powers, the Award shall be null and void. Subject to the
               restrictions set forth in Section 7(c), the Participant shall
               generally have the rights and privileges of a stockholder as to
               such Restricted Shares, including the right to vote the
               Restricted Shares and to receive dividends. At the discretion of
               the Committee, cash dividends and stock dividends with respect to
               the Restricted Shares may be either currently paid to the
               Participant or withheld by the Company for the Participant's
               account, and interest may be paid on the amount of cash dividends
               withheld at a rate and subject to such terms as determined by the
               Committee. Cash dividends or stock dividends shall be subject to
               the same restrictions as the underlying Restricted Shares.

     (b)   Certificates. Upon the award of Restricted Shares, the Committee
           shall cause a share certificate (or appropriate electronic entry)
           registered in the name of the Participant to be issued and deposited
           together with the powers with an escrow agent designated by the
           Committee. The Committee shall cause the escrow agent to issue to a
           Participant a receipt evidencing any share certificate held by it
           registered in the name of such Participant.

     (c)   Restrictions.

        (i)   Restricted Shares awarded to a Participant shall be subject to the
              following restrictions until the expiration of the Restricted
              Period, and to such other terms and conditions as may be set forth
              in the applicable Award Document: (1) the Participant shall not be
              entitled to delivery of the share certificate; (2) the shares
              shall be subject to the restrictions on transferability set forth
              in the Award Document; and (3) the shares shall be subject to
              forfeiture to the extent provided in subparagraph (e) and the
              applicable Award Document and, to the extent such shares are
              forfeited, the share certificates shall be returned to the
              Company, and all rights of the Participant to such shares and as a
              stockholder shall terminate without further obligation on the part
              of the Company.

        (ii)   The Committee shall have the authority to remove any or all of
               the restrictions on the Restricted Shares whenever it may
               determine that, by reason of changes in applicable laws or other
               changes in circumstances arising after the date of the Award,
               such action is appropriate.

     (d)   Restricted Period.  The duration of the Restricted Period and the
           other restrictions, if any, that shall be imposed upon the Restricted
           Shares shall be determined by the Committee at the time each grant of
           Restricted Shares is made and, at the discretion of the Committee,
           may be set forth in the applicable Award Document. The Committee may,
           in any particular case, in its sole

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        discretion and without precedent value, reduce any Restricted Period or
        any other restrictions regarding the transferability or forfeiture of
        all or a portion of any Award.

     (e)   Death; Disability; Reaching Retirement Age and Termination of
           Employment.  Unless otherwise determined by the Committee, in its
           sole discretion, or specified in the applicable Award Document:

        (i)   upon the death or Disability of a Participant (the Committee's
              determination as to whether or not a Participant has incurred a
              Disability being final and conclusive and binding on all persons),
              the Restricted Period applicable to each grant of Restricted
              Shares to the Participant shall end as to the Pro Rata Portion of
              the Restricted Shares (the number of Restricted Shares so
              calculated being rounded to the next highest whole number of
              Restricted Shares if such number would otherwise include a
              fraction), and the remainder of the Restricted Shares comprising
              such grant shall be forfeited without any payment to such
              Participant;

        (ii)   upon a Participant's reaching Retirement Age, the Restricted
               Period applicable to any Restricted Shares granted to such
               Participant shall terminate; and

        (iii)  upon a Participant's Termination of Employment for any reason
               other than as a result of death, Disability or reaching
               Retirement Age, all of the Participant's Restricted Shares shall
               be forfeited without any payment to such Participant.

Notwithstanding the foregoing, the Committee may, in any particular case, in its
sole discretion and without precedent value, suspend or vary the operation of
the foregoing provisions, upon such terms and to such extent as it may
determine, but only in a manner that is not adverse to the Participant and
complies with applicable laws and stock exchange rules.

     (f)   Delivery of Restricted Shares.  Upon the expiration of the Restricted
           Period with respect to any Restricted Share covered by an Award, the
           restrictions set forth in Section 7(c) and the Award Document shall
           be of no further force or effect with respect to such Restricted
           Share, provided that the Restricted Share has not been forfeited.
           Upon such expiration, the Company shall deliver to the Participant,
           without charge, a share certificate evidencing the Restricted Shares
           which have not been forfeited and with respect to which the
           Restricted Period has expired (to the nearest full share) and any
           cash dividends or share dividends credited to the Participant's
           account with respect to such Restricted Share and the interest
           thereon, if any.

     8.   GENERAL PROVISIONS.

     (a)   Non-Transferability of Award.  Unless the Committee determines
           otherwise in its sole discretion, no Award or amount payable under,
           or interest in, the Plan shall be transferable by a Participant
           except by will or the laws of descent and distribution or otherwise
           be subject in any manner to anticipation, alienation, sale, transfer,
           assignment, pledge, encumbrance or charge; provided, however, that
           the Committee may, in its sole discretion and subject to such terms
           and conditions as it shall specify, permit the transfer of an Award
           for no consideration to a Participant's family members or to one or
           more trusts or partnerships established in whole or in part for the
           benefit of one or more of such family members (collectively,
           "Permitted Transferees"). Any Award transferred to a Permitted
           Transferee shall be further transferable only by will or the laws of
           descent and distribution or, for no consideration, to another
           Permitted Transferee of the Participant. The Committee may, in its
           sole discretion, permit transfers of Awards other than those
           contemplated by this Section 8(a).

     (b)   No Right to Continued Employment.  No Eligible Individual or
           Participant shall have any claim or right to receive grants of Awards
           under the Plan. Nothing in the Plan or in any Award or Award Document
           shall confer upon any Employee any right to continued employment or
           directorship with the Company or any Subsidiary or interfere in any
           way with the right of the Company or any Subsidiary to terminate the
           employment or directorship of any of its Employees at any time, with
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        or without cause. Each Participant, by accepting a grant of Restricted
        Shares, agrees with the Company and its Subsidiaries that he or she will
        not be entitled to any damages, payment or claim with respect to or as a
        result of any forfeiture of Restricted Shares which occurs as a result
        of the termination of the Participant's employment or directorship with
        the Company or any Subsidiary, regardless of the reason for or
        circumstances of such employment or directorship termination, or whether
        such employment or directorship termination was or was not wrongful and
        of whether or not the period of notice of termination given to the
        Participant was sufficient.

     (c)   Consent to Plan.  By accepting any Award or other benefit under the
           Plan, each Participant and each person claiming under or through such
           Participant shall be conclusively deemed to have indicated his
           acceptance and ratification of, and consent to, any action taken
           under the Plan by the Company, the Board or the Committee.

     (d)   Wage and Tax Withholding.  The Company or any Subsidiary is
           authorized to withhold from any Award or any compensation or other
           payment to a Participant amounts of withholding and other taxes due
           in connection with any Award, and to take such other action as the
           Committee may deem necessary or advisable to enable the Company and
           the Participants to satisfy obligations for the payment of
           withholding taxes and other tax obligations relating to any Award.
           This authority shall include authority for the Company to withhold or
           receive Common Stock or other property and to make cash payments in
           respect thereof in satisfaction of a Participant's tax obligations,
           either on a mandatory or elective basis in the sole discretion of the
           Committee.

     (e)   Compliance with Securities Laws.  An Award may not be exercised, and
           no shares of Common Stock may be issued in connection with an Award,
           unless (i) the issuance of such shares has been registered under the
           Securities Act of 1933, as amended, and qualified under applicable
           state "blue sky" laws, or the Company has determined that an
           exemption from registration and from qualification under such state
           "blue sky" laws is available and (ii) the issuance of such shares
           complies with any other applicable securities laws.

     (f)   Unfunded Plan.  The Plan is intended to constitute an "unfunded" plan
           for incentive compensation. Nothing contained in the Plan (or in any
           Award Documents or other documentation related thereto) shall give
           any Participant any rights that are greater than those of a general
           creditor of the Company; provided, however, that the Committee may
           authorize the creation of trusts and deposit therein cash, shares of
           Common Stock or other property or make other arrangements to meet the
           Company's obligations under the Plan. Such trusts or other
           arrangements shall be consistent with the "unfunded" status of the
           Plan unless the Committee determines otherwise. The trustee of such
           trusts may be authorized to dispose of trust assets and reinvest the
           proceeds in alternative investments, subject to such terms and
           conditions as the Committee may specify.

     (g)   Other Employee Benefit Plans.  Payments received by a Participant
           under any Award made pursuant to the Plan shall not be included in,
           nor have any effect on, the determination of benefits under any other
           employee benefit plan or similar arrangement provided by the Company,
           unless otherwise specifically provided for under the terms of such
           plan or arrangement or by the Committee.

     (h)   Compliance with Rule 16b-3.  Notwithstanding anything contained in
           the Plan or in any Award Document to the contrary, if the
           consummation of any transaction under the Plan would result in the
           possible imposition of liability on a Participant pursuant to Section
           16(b) of the Exchange Act, the Committee shall have the right, in its
           sole discretion, but shall not be obligated, to defer such
           transaction or the effectiveness of such action to the extent
           necessary to avoid such liability, but in no event for a period
           longer than six months.

     (i)   Expenses.  The costs and expenses of administering and implementing
           the Plan shall be borne by the Company.

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     (j)   Liability and Indemnification.

        (i)   Neither the Company nor any Subsidiary shall be responsible in any
              way for any action or omission of the Committee or any other
              fiduciaries in the performance of their duties and obligations as
              set forth in the Plan. Furthermore, neither the Company, any
              Subsidiary nor the Committee shall be responsible for any act or
              omission of any of their agents, or with respect to reliance upon
              the advice of their counsel, provided that the Company, the
              appropriate Subsidiary or the Committee, as the case may be,
              relied in good faith upon the action of such agent or the advice
              of such counsel.

        (ii)   Neither the Company, any Subsidiary, the Committee, nor any
               agent, employee, officer, director, stockholder or member of any
               of them, nor any other person shall have any liability or
               responsibility to any Participant or otherwise with respect to
               the Plan, except with respect to fraud, bad faith or willful
               misconduct on their part or as otherwise expressly provided
               herein.

     (k)     Cooperation of Parties. All parties to the Plan and any person
             claiming any interest hereunder agree to perform any and all acts
             and execute any and all documents and papers which are necessary or
             desirable for carrying out the Plan or any of its provisions.

     (l)     Notices. Each notice relating to the Plan shall be in writing and
             delivered by recognized overnight courier or certified mail to the
             proper address or, optionally, to any individual personally. Except
             as otherwise provided in any Award Document, all notices to the
             Company or the Committee shall be addressed to it c/o the Company
             at its registered office, Attn: Corporate Secretary. All notices to
             Participants, former Participants, beneficiaries or other persons
             acting for or on behalf of such persons which are not delivered
             personally to an individual shall be addressed to such person at
             the last address for such person maintained in the records of the
             Committee or the Company.

     9.   RECAPITALIZATION OR REORGANIZATION.  The existence of the Plan, the
Award Documents and the Awards granted hereunder shall not affect or restrict in
any way the right or power of the Company or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its business, any merger or
consolidation of the Company, any dividend or other distribution, any issue of
stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are convertible into or
exchangeable for Common Stock, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.

     10. EFFECTIVE DATE.  The Plan shall become effective on the Effective Date,
subject to subsequent approval thereof by the Company's stockholders and shall
remain in effect until it has been terminated pursuant to Section 11. If the
Plan is not approved by the stockholders, the Plan and all interests in the Plan
awarded to Participants shall be void ab initio and of no further force and
effect.

     11. AMENDMENT; SUSPENSION AND TERMINATION.  Notwithstanding anything herein
to the contrary, the Board or the Committee may, at any time, terminate or, from
time to time, amend, modify or suspend the Plan; provided, however, that no
amendment or modification which (i) increases the Plan Limit or (ii) otherwise
must be approved by stockholders pursuant to applicable rules of an exchange or
any requirements of the Code and the regulations promulgated thereunder, shall
be effective without stockholder approval. However, except as otherwise
expressly provided herein, no amendment, modification, suspension or termination
of the Plan shall alter the rights of any Participant existing at such time with
respect to Restricted Shares or to Shares which were formerly Restricted Shares,
except with the express written consent of such Participant. The Plan shall
continue until terminated by the Company pursuant to this Section 11.

     12. GOVERNING LAW.  The validity, construction and effect of the Plan, any
rules and regulations relating to the Plan, and any Award shall be determined in
accordance with the laws of the State of Delaware applicable to contracts to be
performed entirely within such state and without giving effect to principles of
conflicts of laws.
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