<PAGE>   1
                                                                   EXHIBIT 10.52


                                  OFFICE LEASE

      THIS LEASE made as of the ______ day of July, 1998, between WH/WSA REALTY,
L.L.C., a Delaware limited liability company ("Landlord") and SCPIE HOLDINGS
INC., a Delaware corporation ("Tenant").


                                   WITNESSETH:

                                    ARTICLE 1

           PREMISES, TERM, OPTION TERMS AND RIGHT OF FIRST OPPORTUNITY

        (A) PREMISES AND TERM.

            (i) Premises and Expected Delivery Dates. Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord that certain space ("Premises")
comprised of: (i) the 4th Floor (consisting of approximately 23,675 square
feet), (ii) the 6th Floor (consisting of approximately 23,675 square feet),
(iii) the 7th Floor (consisting of approximately 23,675 square feet), and (iv)
the 8th Floor (consisting of approximately 23,675 square feet), all of the
foregoing individually and collectively designated on Exhibit "A-1" attached
hereto and made a part hereof and being located in that certain building known
as The Eighteen Eighty Eight Building ("Building") located at 1888 Century Park
East, Los Angeles, California 90067 ("Property", as further described in Article
25), subject to the provisions herein contained. Subject to (ii) below, the term
("Term") of this Lease shall commence ("Commencement Date") on the one hundred
tenth (110th) day following delivery by Landlord of the Premises to Tenant or
its representative for construction (the "110 Day Period"), with Landlord having
completed its asbestos abatement program and associated demolition for the
Premises in accordance with Section 13 of the Work Agreement (as hereinafter
defined). The delivery of the Premises for construction shall occur promptly
after the execution and delivery of this Lease (as to the 6th and 7th floors)
and as soon as practicable, and (subject to (ii) below) in any event by November
1, 1998 (as to the 4th and 8th floors or any portion thereof), provided that
Landlord's failure to deliver the Premises by such date will not subject
Landlord to any liability. The Term shall end on the day ("Expiration Date")
that is ten (10) years following the Commencement Date (unless the Commencement
Date does not occur on the first day of a calendar month, in which event the
Term shall end on the day which is ten (10) years following the first day of the
calendar month immediately after the calendar month in which the Commencement
Date occurs) unless sooner terminated as provided herein. Landlord and Tenant
agree that for purposes of this Lease the rentable area of the Premises is
94,700 square feet and the rentable area of the Property is 472,948 square feet.

            (ii) Alternative Delivery Possibilities. If Landlord delivers all of
the Premises, except for a portion thereof currently occupied by a tenant or
tenants of the Building, not to exceed 4,000 square feet (the "Excluded
Portion"), and if the Excluded Portion is delivered on or before thirty (30)
days after delivery of the remainder of the Premises (the "Substantial
Portion"), the 110 Day Period will commence upon delivery of the


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                                                          [SCPIE Holdings Lease]
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Substantial Portion. If the Excluded Portion is delivered later than thirty (30)
days after delivery of the Substantial Portion, the 110 Day Period will commence
upon delivery of the Entire Premises; provided, however, that (a) Landlord and
Tenant will consult diligently and in good faith in an effort to agree upon a
construction process that will minimize the delay to the completion of its
improvements which is attributable to the late delivery of the Excluded Portion,
but neither Landlord nor Tenant shall be obligated to expend sums, in addition
to those otherwise required to be expended hereunder, to minimize such delay,
and (b) the Commencement Date will occur on the earlier to occur of (I) the
later to occur of February 20, 1999 and 110 days after delivery of the entire
Premises, or (II) the later to occur of 110 days after delivery of the
Substantial Portion or commencement of operations by Tenant in the Premises.
Landlord will use commercially reasonable efforts to deliver the entire Premises
to Tenant on or before November 1, 1998; provided, however, that Tenant
acknowledges that such delivery may be beyond Landlord's reasonable control
because a number of tenants currently occupying portions of the Premises must be
relocated or must otherwise vacate the Premises (and Landlord must perform the
abatement and associated demolition work required by this Lease) prior to such
delivery. Landlord does not have actual knowledge of any material problems in
connection with such relocation and vacation, and represents to Tenant that it
believes it will be able to so deliver the entirety of the Premises to Tenant by
November 1, 1998, but such relocation and vacation is subject to certain
approvals by or agreements with the existing tenants which have not been
obtained. If the Excluded Portion is delivered after the Substantial Portion but
the 110 Day Period nevertheless commences as provided above, Tenant will be
entitled to an abatement of Basic Rent calculated by multiplying the number of
days of such delay by two (2), multiplying the product by the number of square
feet of the Excluded Portion and multiplying the product by the Basic Rent per
square foot payable under this Lease as of the Commencement Date (one-half of
such abated Basic Rent being taken into account by Tenant's not be obligated to
pay rent as to the Excluded Portion during the period of such delay and the
remaining one-half of such abated Basic Rent being taken into account by
crediting such amount against the Basic Rent first payable under this Lease.

      (B) OPTION TERMS.

            (i) Option Right. Landlord hereby grants Tenant two (2) options to
extend the Lease Term for a period of five (5) years each (individually and
collectively, the "Option Term"), which options shall be exercisable only by
written notice delivered by Tenant to Landlord as provided below, provided that,
as of the date of delivery of such notice, Tenant is not in Default under this
Lease. Upon Tenant's exercise of each such option to extend strictly in
accordance with the provisions hereof, the Lease Term (as extended if the first
option has already been exercised), shall be extended for a period of five
years. The rights contained in this Article 1(B) may only be exercised by Tenant
or an assignee of Tenant's entire interest under this Lease; provided, however,
that (a) such assignment is otherwise permitted under this Lease, and (b) the
notice to Landlord set forth in clause (iii) below exercising the option
contained in this Article 1(B) shall, if this Lease shall have been assigned,
include an agreement of the assignor to the effect that the assignor shall
remain liable under this Lease during each Option Term.

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                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
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            (ii) Option Rent. The Rent payable by Tenant during the Option Term
(the "Option Rent") shall be equal to 95% of the then "Prevailing Fair Market
Rental Rate" for the first five year Option Term, and shall be equal to 100% of
the then "Prevailing Fair Market Rental Rate" for the second five year Option
Term. The "Prevailing Fair Market Rental Rate" shall be the rate at which
tenants, as of the commencement of the applicable Option Term, are leasing
non-sublease, non-encumbered, non-equity space comparable in size, location and
quality to the Premises, which comparable space is located in the Building or
Comparable Buildings, taking into consideration (a) rental abatement
concessions, if any, and (b) tenant improvements or allowances provided or to be
provided for such comparable space, taking into account, and deducting the value
of, the existing improvements in the Premises, such value to be based upon the
age, quality and layout of the improvements and the extent to which the same can
be utilized by Tenant based upon the fact that the precise tenant improvements
existing in the Premises are specifically suitable to Tenant; provided that, in
calculating the Option Rent, no consideration shall be given to any period of
rent abatement in connection with construction of improvements in such
comparable space. The Base Tax Year (as hereinafter defined) and the Base
Expenditure Year (as hereinafter defined) for the first Option Term shall be
2009 and the Base Tax Year and the Base Expenditure Year for the second Option
Term shall be 2014, and the Option Rent shall be adjusted, if necessary, to
reflect any difference between such base year and the base years or expense
stops utilized for the comparable space(s) being considered to determine the
Option Rent.

            (iii) Exercise of Options. The options contained in this Article
1(B) shall be exercised by Tenant, if at all, only in the following manner: (i)
Tenant shall deliver written notice to Landlord not less than 14 months prior to
the expiration of the initial Lease Term or the expiration of the Lease Term as
extended by the first option (whichever is applicable), stating that Tenant is
interested in exercising its option; (ii) Landlord, after receipt of Tenant's
notice, shall deliver notice (the "Option Rent Notice") to Tenant not less than
13 months prior to the expiration of the initial Lease Term, setting forth the
Option Rent; and (iii) if Tenant wishes to exercise such option, then Tenant
shall, on or before the earlier of (A) the date occurring 12 months prior to:
(1) the expiration of the initial Lease Term, or (2) the expiration of the Lease
Term as extended by exercise of the first option (whichever is applicable), and
(B) the date occurring 30 days after Tenant's receipt of the Option Rent Notice,
exercise the option by delivering written notice thereof to Landlord, and upon,
and concurrent with, such exercise, Tenant may, at its option, object to the
Option Rent, in which case the parties shall follow the procedure, and the
Option Rent shall be determined, as set forth below.

                  (a) Determination of Option Rent. In the event Tenant timely
and appropriately objects to the Option Rent, Landlord and Tenant shall attempt
to agree upon the Option Rent using their best good faith efforts. If Landlord
and Tenant fail to reach agreement within thirty (30) days following Tenant's
objection to the Option Rent (the "Outside Agreement Date"), then each party
shall make a separate determination of the Option Rent within an additional
thirty (30) days, and such determinations


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                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   4
shall be submitted to arbitration as set forth below. Failure of Landlord or
Tenant to make a determination of the Option Rent within the second thirty-day
period shall conclusively be deemed its approval of the Option Rent determined
by the other.

                        (1) Landlord and Tenant shall each appoint one
arbitrator who shall by profession be a real estate appraiser who shall have
been active over the five (5) year period ending on the date of such appointment
in the appraisal of commercial high-rise properties in Century City, California.
The determination of the arbitrators shall be limited solely to the issue of
whether Landlord's or Tenant's actual Option Rent for the Premises is the
closest to the actual Option Rent for the Premises as determined by the
arbitrators, taking into account the requirements of this Article 1(B) in
determining the Option Rent. Each such arbitrator shall be appointed within
fifteen (15) days after the applicable Outside Agreement Date.

                        (2) The two arbitrators so appointed shall within ten
(10) days of the date of the appointment of the last appointed arbitrator agree
upon and appoint a third arbitrator who shall be qualified under the same
criteria set forth hereinabove for qualification of the initial two arbitrators.

                        (3) The three arbitrators shall within thirty (30) days
of the appointment of the third arbitrator reach a decision as to whether the
parties shall use Landlord's or Tenant's submitted Option Rent and shall notify
Landlord and Tenant thereof.

                        (4) The decision of the majority of the three
arbitrators shall be binding upon Landlord and Tenant.

                        (5) If either Landlord or Tenant fails to appoint an
arbitrator within fifteen (15) days after the Outside Agreement Date, the
arbitrator appointed by one of them shall reach a decision, notify Landlord and
Tenant thereof, and such arbitrator's decision shall be binding upon Landlord
and Tenant.

                        (6) If the two arbitrators fail to agree upon and
appoint a third arbitrator, or both parties fail to appoint an arbitrator, then
the appointment of the third arbitrator or any arbitrator shall be dismissed and
the matter to be decided shall be forthwith submitted to arbitration under the
provisions of the American Arbitration Association, but subject to the
instruction set forth in this Article 1(B).

                        (7) The cost of arbitration shall be paid by Landlord
and Tenant equally.

      (C) RIGHT OF FIRST OPPORTUNITY.

            (i) Grant of Right. Subject to the provisions of this Article 1(C),
Tenant shall have the right of first opportunity (the "Right of First
Opportunity") with respect to any space not then leased pursuant to leases in
effect as of May 29, 1998 or pursuant to extensions of the terms of such leases
(whether pursuant to extension options set forth in such leases or pursuant to
other agreements with such tenants in lieu of or in addition to the exercise by
such tenants of such extension options): (a) on the second (2nd) and third (3rd)
floor of the Building, so long as a minimum of 10,000 rentable square feet of


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                                                          [SCPIE Holdings Lease]
<PAGE>   5
such space is then available, and (b) either (i) the entire fifth (5th) floor of
the Building or (ii) that certain space on the fifth (5th) floor of the Building
consisting of approximately 15,000 rentable square feet and more specifically
set forth on Exhibit "A-2" attached hereto (collectively, the "First Opportunity
Spaces").

            (ii) Procedure for Taking Opportunity. Tenant, at Tenant's option,
shall upon its need for additional space deliver to Landlord written notice (the
"Interest Notice") of its interest in leasing any portion or all of the First
Opportunity Spaces. For a period of twelve (12) months following Landlord's
receipt of the Interest Notice (the "Required Landlord Notice Delivery Period"),
Landlord shall deliver Tenant written notice (the "First Opportunity Notice")
from time to time when any of the First Opportunity Spaces become available for
lease to third parties. Following the expiration of each Required Landlord
Notice Delivery Period, Landlord shall have no obligation to deliver to Tenant a
First Opportunity Notice until and unless Tenant shall have delivered to
Landlord a new Interest Notice (a "New Interest Notice") in accordance with the
provisions hereof (and until Landlord shall receive a New Interest Notice,
Landlord shall be free to lease the First Opportunity Space to anyone to whom
Landlord desires on any terms which Landlord desires [and Landlord shall be free
to not lease the First Opportunity Spaces to anyone at all]).

            (iii) Procedure for Acceptance. If Tenant wishes to exercise its
Right of First Opportunity as to the then available portion of the First
Opportunity Spaces, then within three (3) business days of Landlord's delivery
of the First Opportunity Notice to Tenant, Tenant shall deliver written notice
(the "Space Exercise Notice") to Landlord of Tenant's intention to exercise its
Right of First Opportunity. If Tenant timely exercises its Right of First
Opportunity as set forth herein, then Landlord and Tenant shall, within five (5)
business days after Landlord's receipt of the Space Exercise Notice, meet and
discuss during one (1) or more meetings, as is then appropriate under the
circumstances, Tenant's prospective lease from Landlord of the then available
portion of the First Opportunity Spaces (collectively, the "Opportunity
Meetings"). If Tenant shall have failed to deliver a Space Exercise Notice to
Landlord within the aforesaid three (3) day period, or if Tenant does deliver a
Space Exercise Notice within such period but Landlord and Tenant do not reach
agreement as to the material economic terms of the prospective lease of the then
available portion of the First Opportunity Spaces within ten (10) business days
of the first Opportunity Meeting (a "Negotiation Impasse"), then Landlord shall
be free to lease the then available portion of the First Opportunity Space to
anyone to whom Landlord desires on any terms which Landlord desires (and
Landlord shall be free to not lease the then available portion of the First
Opportunity Space to anyone at all), and Tenant shall have no further rights
under this Article 1(C) as to the floor of the Building to which the First
Opportunity Notice relates.

            (iv) Effect of Opportunity Meetings. Landlord and Tenant acknowledge
and agree that they shall negotiate in good faith with one another during the
Opportunity Meetings; provided, however, that notwithstanding anything to the
contrary contained in this Lease, (a) the negotiations for Rent payable by
Tenant for the Available Space shall be based upon the same economic and


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                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   6
other standards set forth in Article 1(B) of this Lease for calculations of
Option Rent and (b) in the event of a Negotiation Impasse, this Lease shall not
be void or voidable by either party, and this Lease shall remain in full force
and effect, without any right of offset or abatement or termination.

            (v) Limitations on Right of First Opportunity. Tenant shall not have
the right to exercise its Right of First Opportunity if Tenant, as of either the
date of Tenant's attempted exercise of the Right of First Opportunity or the
scheduled commencement date of the term of the portion of the First Opportunity
Spaces prospectively leased by Tenant pursuant to this Article 1(C), is in
Default under this Lease. Tenant's Right of First Opportunity is personal to
Tenant, may not be transferred to a Transferee (except to an Affiliate of
Tenant, as defined in Article 21 of this Lease), and may only be exercised by
Tenant if Tenant (as distinguished from any subtenants or other occupants), at
the time of Tenant's delivery of the Space Exercise Notice to Landlord with
respect to the portion of the First Opportunity Spaces prospectively leased by
Tenant pursuant to this Article 1(C), occupies at least two (2) floors of the
Premises.

                                    ARTICLE 2

                                    BASE RENT

      Tenant shall pay Landlord monthly Base Rent in advance on or before the
first day of each calendar month during the Term, except that the Base Rent for
the first full calendar month for which Base Rent shall be due shall be paid
when Tenant executes this Lease. If the Term commences on a day other than the
first day of a calendar month, or ends on a day other than the last day of a
calendar month, then the Base Rent for such month shall be prorated on the basis
of the actual number of days in such month. During the term, Base Rent shall be
as follows:

<TABLE>
<CAPTION>
                                            Monthly
                                           Rate Per
                                           Rentable         Monthly         Annual
                                          Square Foot     Installment        Base
Period of Lease Term                        ("RSF")      of Base Rent        Rent
--------------------                      -----------    ------------     ----------
<S>                                       <C>            <C>              <C>
Lease Commencement Date
  through 24th Full Calendar Month           $2.13         $201,711       $2,420,532
Calendar Months 25 through 48                $2.28         $215,916       $2,590,992
Calendar Months 49 through 72                $2.43         $230,121       $2,761,452
Calendar Months 73 through 96                $2.53         $239,591       $2,875,092
Calendar Months 97 through 120               $2.68         $253,796       $3,045,552
</TABLE>


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                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   7

                                    ARTICLE 3

                                 ADDITIONAL RENT

      (A) TAXES. Tenant shall pay Landlord an amount equal to Tenant's Prorata
Share of Taxes in excess of the amount of Taxes paid by Landlord during the
calendar year 1999 ("Base Tax Year"); provided, however, that if the
Commencement Date has not occurred on or before 110 days after January 1, 1999,
Tenant shall not be required to pay any increases in Taxes for the first 12
months of the Lease Term. The terms "Taxes" and "Tenant's Prorata Share" shall
have the meanings specified therefor in Article 25.

      (B) OPERATING EXPENSES. Tenant shall pay Landlord an amount equal to
Tenant's Prorata Share of Operating Expenses in excess of the amount of
Operating Expenses paid by Landlord during the calendar year 1999 ("Base Expense
Year"); provided, however, that if the Commencement Date has not occurred on or
before 110 days after January 1, 1999, Tenant shall not be required to pay any
increases in Operating Expenses for the first 12 months of the Lease Term. The
terms "Operating Expenses" and "Tenant's Prorata Share" shall have the meanings
specified therefor in Article 25. Landlord agrees that Tenant's Prorata Share of
the Operating Expenses, excluding therefrom any expenses affected by insurance
and unionized labor, shall be capped at, and shall not increase by more than, a
non-cumulative seven percent (7%) per annum as compared to such Expenses for the
prior calendar year. Tenant shall pay (without the benefit of such cap) for all
After-Hours HVAC (as hereinafter defined) and other excess usage of utility
services applicable to Tenant, in accordance with the terms and conditions of
Article 7.

      (C) MANNER OF PAYMENT. Taxes and Operating Expenses shall be paid in the
following manner:

            (i) Landlord may reasonably estimate in advance the amounts Tenant
shall owe for Taxes and Operating Expenses for any full or partial calendar year
of the Term. In such event, Tenant shall pay such estimated amounts, on a
monthly basis, on or before the first day of each calendar month, together with
Tenant's payment of Base Rent. Such estimate may be reasonably adjusted from
time to time by Landlord.

            (ii) Within 120 days after the end of each calendar year, or as soon
thereafter as practicable, Landlord shall provide a statement (the "Statement")
to Tenant showing: (a) the amount of actual Taxes and Operating Expenses for
such calendar year, with a listing of amounts for major categories of Operating
Expenses, and such amounts for the Base Years, (b) any amount paid by Tenant
towards Taxes and Operating Expenses during such calendar year on an estimated
basis, and (c) any revised estimate of Tenant's obligations for Taxes and
Operating Expenses for the current calendar year.

            (iii) If the Statement shows that Tenant's estimated payments were
less than Tenant's actual obligations for Taxes and Operating Expenses for such
year, Tenant shall pay the difference. If the Statement shows an increase in
Tenant's estimated payments for the current calendar year, Tenant shall pay the
difference between the new and former estimates, for the period from January 1
of the current calendar year through the month in which the


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                                                          [SCPIE Holdings Lease]
<PAGE>   8
Statement is sent. Tenant shall make such payments within thirty (30) days after
Landlord sends the Statement.

            (iv) If the Statement shows that Tenant's estimated payments
exceeded Tenant's actual obligations for Taxes and Operating Expenses, Tenant
shall receive a credit for the difference against payments of Rent next due. If
the Term shall have expired and no further Rent shall be due, Tenant shall
receive a refund of such difference, within thirty (30) days after Landlord
sends the Statement.

            (v) So long as Tenant's obligations hereunder are not materially
adversely affected thereby, Landlord reserves the right to reasonably change,
from time to time, the manner or timing of the foregoing payments. In lieu of
providing one Statement covering Taxes and Operating Expenses, Landlord may
provide separate statements, at the same or different times. No delay by
Landlord in providing the Statement (or separate statements) shall be deemed a
default by Landlord or a waiver of Landlord's right to require payment of
Tenant's obligations for actual or estimated Taxes or Operating Expenses. In no
event shall a decrease in Taxes or Operating Expenses below the Base Year
amounts, ever decrease the monthly Base Rent, or give rise to a credit in favor
of Tenant.

      (D) PRORATION. If the Term commences other than on January 1, or ends
other than on December 31, Tenant's obligations to pay estimated and actual
amounts towards Taxes and Operating Expenses for such first or final calendar
years shall be prorated to reflect the portion of such years included in the
Term. Such proration shall be made by multiplying the total estimated or actual
(as the case may be) Taxes and Operating Expenses, for such calendar years, as
well as the Base Year amounts, by a fraction, the numerator of which shall be
the number of days of the Term during such calendar year, and the denominator of
which shall be 365.

      (E) LANDLORD'S RECORDS. Landlord shall maintain records respecting Taxes
and Operating Expenses and determine the same in accordance with sound
accounting and management practices, consistently applied. Although this Lease
contemplates the computation of Taxes and Operating Expenses on a cash basis,
Landlord shall make reasonable and appropriate accrual adjustments to ensure
that each calendar year, including the Base Years, includes substantially the
same recurring items. Landlord reserves the right to change to a full accrual
system of accounting so long as the same is consistently applied and Tenant's
obligations are not materially adversely affected. Tenant or its representative
shall have the right to examine such records upon reasonable prior notice
specifying such records Tenant desires to examine, during normal business hours
at the place or places where such records are normally kept by sending such
notice no later than forty-five (45) days following the furnishing of the
Statement. Tenant may take exception to matters included in Taxes or Operating
Expenses, or Landlord's computation of Tenant's Prorata Share of either, by
sending notice specifying such exception and the reasons therefor to Landlord no
later than thirty (30) days after Landlord makes such records available for
examination. Such Statement shall be considered final, except as to matters to
which exception is taken after examination of Landlord's records in the
foregoing manner and within the foregoing times. Tenant acknowledges that
Landlord's ability to budget and incur expenses depends on the


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                                                          [SCPIE Holdings Lease]
<PAGE>   9
finality of such Statement, and accordingly agrees that time is of the essence
of this Paragraph. If Tenant takes exception to any matter contained in the
Statement as provided herein, Landlord shall refer the matter to a nationally
recognized independent certified public accountant with substantial experience
in reviewing operating expenses for office buildings in Southern California,
whose certification as to the proper amount shall be final and conclusive as
between Landlord and Tenant. Tenant shall promptly pay the cost of such
certification unless such certification determines that Tenant was over billed
by more than 5%. If Tenant was over billed by more than 5%, Landlord shall pay
the cost of such certification, and Landlord shall reimburse Tenant for the
reasonable expenses (exclusive of fees calculated on a contingency basis)
actually paid by Tenant to third parties in connection with their examination of
Landlord's records; provided, however, that the amount of the over billing shall
be taken into account by Landlord in determining the reasonability of such
expenses. Pending resolution of any such exceptions in the foregoing manner,
Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating
Expenses in the amounts determined by Landlord, subject to adjustment after any
such exceptions are so resolved.

      (F) RENT AND OTHER CHARGES. Base Rent, Taxes, Operating Expenses, and any
other amounts which Tenant is or becomes obligated to pay Landlord under this
Lease or other agreement entered in connection herewith, are sometimes herein
referred to collectively as "Rent," and all remedies applicable to the
non-payment of Rent shall be applicable thereto. Rent shall be paid at any
office maintained by Landlord or its agent at the Property, or at such other
place as Landlord may designate.

                                    ARTICLE 4

                              DELIVERY OF PREMISES

      Tenant shall construct all improvements to the Premises in accordance with
that certain Work Letter Agreement ("Work Agreement") bearing even date herewith
between Landlord and Tenant. All of the terms and conditions of this Lease shall
be applicable to the period between the date hereof and the Commencement Date
except that Tenant shall not be obligated to pay Base Rent or Tenant's Prorata
Share of Taxes or Operating Expenses during such period.

                                    ARTICLE 5

                              CONDITION OF PREMISES

      Tenant has inspected the Premises, Property, Systems and Equipment (as
defined in Article 25), or has had an opportunity to do so, and agrees to accept
the same "as is", in its current state, without any agreements, representations,
understandings or obligations on the part of Landlord to perform any
alterations, repairs or improvements, except as expressly set forth in the Work
Agreement.

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                                                          [SCPIE Holdings Lease]
<PAGE>   10
                                    ARTICLE 6

                                  USE AND RULES

      Tenant shall use the Premises for general, non-medical offices and no
other purpose whatsoever, in compliance with all applicable Laws. Tenant shall
not use the Premises in any manner so as to cause a cancellation of Landlord's
insurance policies, or an increase in the premiums thereunder. Tenant shall have
access to the Building and the Building's parking garage ("Parking Garage")
seven (7) days per week, twenty-four (24) hours per day subject to such
reasonable security procedures Landlord may from time to time impose, fire or
other casualty, strikes, lockouts or other labor troubles, shortages of
equipment or materials, governmental requirements, power shortages or outages,
or other causes beyond Landlord's reasonable control. Tenant shall comply with
all rules set forth in Rider One attached hereto (the "Rules"). Landlord shall
have the right to reasonably amend such Rules and supplement the same with other
reasonable Rules (not expressly inconsistent with this Lease and provided that
the same do not have a material adverse effect on Tenant's use of the Premises
otherwise expressly permitted hereunder) relating to the Property, or the
promotion of safety, care, cleanliness or good order therein, and all such
amendments or new Rules shall be binding upon Tenant after five (5) days' notice
thereof to Tenant. All Rules shall be applied on a non-discriminatory basis, but
unless Landlord fails to use good faith efforts to resolve any violation of
Rules which materially and adversely affects Tenant's use of the Premises,
nothing herein shall be construed to give Tenant or any other Person (as defined
in Article 25) any claim, demand or cause of action against Landlord arising out
of the violation of such Rules by any other tenant, occupant, or visitor of the
Property, or out of the enforcement or waiver of the Rules by Landlord in any
particular instance.

                                    ARTICLE 7

                             SERVICES AND UTILITIES

      Landlord shall provide the following services and utilities (the cost of
which shall be included in Operating Expenses unless otherwise stated herein or
in any separate rider hereto):

      (A) Electricity for standard office lighting fixtures, and equipment and
accessories customary for offices (up to 280 hours per month) where: (1) the
connected electrical load of all of the same does not exceed 4 watts per
rentable square foot of the Premises (which shall be calculated by reference to
the average connected electrical load for the entire Premises and which may
increase if and to the extent the standard for the Building increases beyond 4
watts), and (2) the electricity will be at nominal 120 volts, single phase (or
110 volts, depending on available service in the Building), and 277 volts, three
phase. Tenant shall install, at its cost and expense, meters to measure its
electrical usage.

      (B) Heat and air-conditioning to provide a temperature consistent with
temperature ranges provided for other tenants in the Building, and in accordance
with applicable Law, for occupancy


                                    Page 10

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   11
of the Premises under normal business operations, from 8:00 a.m. until 6:00 p.m.
Monday through Friday, and from 9:00 a.m. until 1:00 p.m. on Saturday, except on
Holidays (as defined in Article 25). If Tenant desires to use heat and
air-conditioning during the hours other than during normal business operations
as stated herein ("After-Hours HVAC"), Tenant shall have access on a floor by
floor basis (with no start-up charge) to such After-Hours HVAC to the extent
permitted under applicable laws and regulations at the prevailing hourly rate
per hour in the Building at the time of such request, which rate shall be
designed to cover the out-of-pocket expenses, and a reasonable allocation of
overhead, of Landlord in supplying the After-Hours HVAC. As of the date of this
Lease, the hourly rate for After-Hours HVAC in the Building is Thirty-Five
Dollars ($35.00) per hour per floor, with a one (1) hour minimum order; Tenant
acknowledges and agrees that such rate satisfies the "reasonable allocation of
overhead" standard set forth in the immediately preceding sentence.

      (C) Water for drinking, lavatory and toilet purposes at those points of
supply provided for nonexclusive general use of other tenants at the Property.

      (D) Customary office cleaning and trash removal service Monday through
Friday or Sunday through Thursday in and about the Premises.

      (E) Operatorless passenger elevator service and freight elevator service
(subject to reasonable scheduling by Landlord) in common with Landlord and other
tenants and their contractors, agents and visitors.

      (F) Landlord shall provide such extra utilities or services as Tenant may
from time to time request, if the same are reasonable and feasible for Landlord
to provide and do not involve modifications or additions to the Property or
existing Systems and Equipment (as defined in Article 25), and if Landlord shall
receive Tenant's request within a reasonable period prior to the time such extra
utilities or services are required. Landlord may comply with written or oral
requests by any officer or employee of Tenant, unless Tenant shall notify
Landlord of, or Landlord shall request, the names of authorized individuals (up
to 3 for each floor on which the Premises are located) and procedures for
written requests. Tenant shall, for such extra utilities or services, pay such
charges as Landlord shall from time to time reasonably establish. Such charges
shall not be in excess of charges generally by landlords of Comparable Buildings
for comparable utilities and services. All charges for such extra utilities or
services shall be due at the same time as the installment of Base Rent with
which the same are billed, or if billed separately, shall be due within thirty
(30) days after such billing.

      (G) Landlord shall provide such services to the Building that are
consistent with the services provided by Comparable Buildings (consistent with
the age of the Building and so long as such requirement can be met with the
existing physical plant), the cost of which shall (except as otherwise
specifically set forth in this Lease) be included in Operating Expenses.

      Landlord may install and operate meters or any other reasonable system for
monitoring or estimating any services or utilities used by Tenant in excess of
those required to be provided by Landlord under this Lease (including a system
for Landlord's


                                    Page 11

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   12
engineer to reasonably estimate any such excess usage). If such system indicates
such excess services or utilities, Tenant shall pay Landlord's reasonable
charges for installing and operating such system and any supplementary
air-conditioning, ventilation, heat, electrical or other systems or equipment
(or adjustments or modifications to the existing Systems and Equipment), and
Landlord's reasonable charges for such amount of excess services or utilities
used by Tenant, subject to the above provisions for such charges.

      Landlord does not warrant that any services or utilities will be free from
shortages, failures, variations, or interruptions caused by repairs,
maintenance, replacements, improvements, alterations, changes of service,
strikes, lockouts, labor controversies, accidents, inability to obtain services,
fuel, steam, water or supplies, governmental requirements or requests, or other
causes beyond Landlord's reasonable control. None of the same shall be deemed an
eviction or disturbance of Tenant's use and possession of the Premises or any
part thereof, or render Landlord liable to Tenant for abatement of Rent, or
relieve Tenant from performance of Tenant's obligations under this Lease;
Landlord in no event shall be liable for damages by reason of loss of profits,
business interruption or other consequential damages.

      If (a) heat, air-conditioning or any other utility is interrupted or
discontinued, and Tenant is unable to reasonably use the Premises or at least
one (1) floor thereof as a result of such interruption or discontinuance, and
(b) Tenant shall have given written notice respecting such interruption or
discontinuance to Landlord, and Landlord shall have failed to cure such
interruption or discontinuance within five (5) business days after receiving
such notice, or an aggregate of thirty (30) business days in any calendar year
after receiving one (1) or more such notices, Base Rent hereunder shall
thereafter (but not retroactively) be proportionately abated with respect to the
portion or portions of the Premises affected thereby for the periods so
affected, until such time as such heat or air-conditioning or other utility is
restored. Such abatement of Base Rent shall be Tenant's sole recourse in the
event of a discontinuance or interruption of heat or air-conditioning or any
other utility. Notwithstanding the foregoing: (a) if any discontinuance or
interruption of heat or air-conditioning or any other utility occurs (or
continues) for reasons beyond Landlord's reasonable control or other than by
reason of Landlord's failure to make repairs which Landlord is required to
perform, such abatement of Base Rent shall be available only if and to the
extent Landlord receives proceeds of rental interruption insurance with respect
to the Base Rent payable by Tenant, and (b) abatement of Taxes and Operating
Expenses shall be available only if and to the extent Landlord receives proceeds
of rental interruption insurance with respect to such Taxes and Operating
Expenses payable by Tenant.

                                    ARTICLE 8

                              ALTERATIONS AND LIENS

      Tenant shall make no additions, changes, alterations or improvements (the
"Work") to the Premises or the Systems and Equipment (as defined in Article 25)
pertaining to the Premises without the prior written consent of Landlord;
provided, however, Tenant shall be permitted to perform non-structural Work that
is only cosmetic in nature (consisting of painting, carpeting, wall


                                    Page 12

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   13
covering and floor covering) not exceeding an aggregate cost of $75,000
("Cosmetic Work") on any one floor of the Premises, without Landlord's consent,
so long as Tenant pays for the entire cost of such Work and delivers written
notice to Landlord of the proposed Work, together with any plans and
specifications, if any, not less than ten (10) business days prior to the
anticipated commencement of any such Work. Landlord may impose reasonable
requirements as a condition of such consent including without limitation the
submission of plans and specifications for Landlord's prior written approval,
obtaining necessary permits, obtaining insurance, reasonable prior approval of
contractors, subcontractors and suppliers, prior receipt of copies of all
contracts and subcontracts, contractor and subcontractor lien waivers,
affidavits listing all contractors, subcontractors and suppliers, use of union
labor (if Landlord uses union labor), affidavits from engineers reasonably
acceptable to Landlord stating that the Work will not adversely affect the
Systems and Equipment or the structure of the Property, and reasonable
requirements as to the manner and times in which such Work shall be done. All
Work shall be performed in a good and workmanlike manner and all materials used
shall be of a quality comparable to or better than those in the Premises or
Property and shall, to the extent applicable, be in accordance with plans and
specifications approved by Landlord, and Landlord may require that all such Work
(other than Cosmetic Work) be performed under Landlord's supervision. In all
cases in which Landlord's consent is required, Tenant shall pay Landlord a
reasonable fee to cover Landlord's overhead in reviewing Tenant's plans and
specifications, except that Landlord shall not charge Tenant any supervision
fee. If Landlord consents or supervises any work, the same shall not be deemed a
warranty as to the adequacy of the design, workmanship or quality of materials,
and Landlord hereby expressly disclaims any responsibility or liability for the
same. Landlord shall under no circumstances have any obligation to repair,
maintain or replace any portion of the Work. The Work Agreement shall apply with
respect to Tenant's initial improvement Work.

      Tenant shall keep the Property and Premises free from any mechanic's,
materialman's or similar liens or other such encumbrances in connection with any
Work on or respecting the Premises performed by or at the request of Tenant and
shall indemnify and hold Landlord harmless from and against any claims,
liabilities, judgments, or costs (including reasonable attorneys' fees) arising
out of the same or in connection therewith. Tenant shall give Landlord notice at
least twenty (20) days prior to the commencement of any Work (or such additional
time as may be necessary under applicable Laws), to afford Landlord the
opportunity of posting and recording appropriate notices of non-responsibility.
Tenant shall remove any such lien or encumbrance by bond or otherwise within
thirty (30) days after written notice by Landlord, and if Tenant shall fail to
do so, Landlord may pay the amount necessary to remove such lien or encumbrance,
without being responsible for investigating the validity thereof. The amount so
paid shall be deemed additional Rent under this Lease payable within thirty (30)
days after demand, without limitation as to other remedies available to Landlord
under this Lease. Nothing contained in this Lease shall authorize Tenant to do
any act which shall subject Landlord's title to the Property or Premises to any
liens or encumbrances whether claimed by operation of law or express or implied
contract. Any claim to a lien or encumbrance upon the Property or Premises
arising in connection with any Work on or respecting the Premises performed by
or at the request of


                                    Page 13

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   14
Tenant shall be null and void, or at Landlord's option shall attach only against
Tenant's interest in the Premises and shall in all respects be subordinate to
Landlord's title to the Property and Premises.

                                    ARTICLE 9

                                     REPAIRS

      Except for customary cleaning and trash removal provided by Landlord under
Article 7, ordinary wear and tear and damage covered under Article 10, and the
structural and building system elements which constitute a part of the Building,
Tenant shall keep the Premises in good and sanitary condition, working order and
repair (including without limitation, carpet, wall-covering, doors, plumbing and
other fixtures, equipment, alterations and improvements whether installed by
Landlord or Tenant). In the event that any repairs, maintenance or replacements
are required, Tenant shall promptly arrange for the same, except in an emergency
where Landlord has no on-site personnel that may respond to the situation,
either through Landlord for such reasonable charges as Landlord may from time to
time establish, or such contractors as Landlord generally uses at the Property
or such other contractors as Landlord shall first approve in writing, and in a
first class, workmanlike manner approved by Landlord in advance in writing. If
Tenant does not promptly make such arrangements for thirty (30) days after
notice from Landlord to Tenant, except in any emergency, Landlord may, but need
not, make such repairs, maintenance and replacements, and the reasonable costs
paid or incurred by Landlord therefor shall be reimbursed by Tenant promptly
after request by Landlord. Tenant shall indemnify Landlord and pay for any
repairs, maintenance and replacements to areas of the Property outside the
Premises, caused, in whole or in part, as a result of moving any furniture,
fixtures, or other property to or from the Premises, or by Tenant or its
employees or agents (notwithstanding anything to the contrary contained in this
Lease). Except as provided in the preceding sentence, or for damage covered
under Article 10, Landlord shall keep the structural and building system
elements which constitute a part of the Building and the common areas of the
Property in good and sanitary condition, working order and repair (the cost of
which shall be included in Operating Expenses, as described in Article 25,
except as limited therein).

                                   ARTICLE 10

                                 CASUALTY DAMAGE

      If the Premises or any common areas of the Property providing access
thereto shall be damaged by fire or other casualty, Landlord shall use available
insurance proceeds to restore the same. Such restoration shall be to
substantially the condition prior to the casualty, except for modifications
required by zoning and building codes and other Laws or by any Holder (as
defined in Article 25), any other modifications to the common areas reasonably
determined to be made by Landlord (provided access to the Premises or the
parking facility servicing the Building is not materially impaired without
providing reasonably comparable substitute facilities taking into account the
change in location), and except that Landlord shall not be required to repair or
replace any of Tenant's furniture, furnishings, fixtures or equipment, or any
alterations


                                    Page 14

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   15
or improvements in excess of any work performed or paid for by Landlord under
this Lease or any separate agreement signed by the parties in connection
herewith. Landlord shall not be liable for any inconvenience or annoyance to
Tenant or its visitors, or injury to Tenant's business resulting in any way from
such damage or the repair thereof. However, Landlord shall allow Tenant a
proportionate abatement of Rent during the time and to the extent the Premises
are unfit for occupancy for the purposes permitted under this Lease and not
occupied by Tenant as a result thereof (but abatement shall be limited to
Landlord's rent loss insurance proceeds if Tenant or its employees or agents
caused the damage). Notwithstanding the foregoing to the contrary, Landlord may
elect to terminate this Lease by notifying Tenant in writing of such termination
within ninety (90) days after the date of damage (such termination notice to
include a termination date providing at least ninety (90) days for Tenant to
vacate the Premises), if the Property shall be damaged by fire or other casualty
or cause such that: (a) repairs to the Premises and access thereto cannot
reasonably be completed within one hundred fifty (150) days after the casualty
without the payment of overtime or other premiums, (b) more than 25% of the
Premises is affected by the damage, and fewer than 24 months remain in the Term,
or any material damage occurs to the Premises during the last 12 months of the
Term, (c) any Holder (as defined in Article 25) shall require that the insurance
proceeds or any substantial portion thereof be used to retire the Mortgage debt
(or shall terminate the ground lease, as the case may be), or the damage is not
fully covered by Landlord's insurance policies (provided Landlord has maintained
the insurance required under this Lease), or (d) the cost of the repairs,
alterations, restoration or improvement work would exceed 25% of the replacement
value of the Building, or the nature of such work would make termination of this
Lease necessary. Tenant agrees that Landlord's obligation to restore, and the
abatement of Rent provided herein, shall be Tenant's sole recourse in the event
of such damage, and waives any other rights Tenant may have under any applicable
Law to terminate the Lease by reason of damage to the Premises or Property,
including all rights under California Civil Code, Sections 1932(2), 1933(4), and
1942, as the same may be modified or replaced hereafter.

      Notwithstanding anything contained in this Lease to the contrary, Tenant
may terminate this Lease if Tenant is unable to use all or a substantial portion
of the Premises as a result of fire or other casualty, and: (a) Landlord fails
to commit to complete restoration work to the Premises and access thereto within
ninety (90) days after the damage occurs, or (b) Landlord fails to substantially
complete such work within two hundred ten (210) days after the damage occurs, or
such additional time as may be necessary due to Force Majeure, or (c) such work
is reasonably estimated (which estimate Landlord shall provide within ninety
(90) days following the casualty if Tenant so requests within sixty (60) days
following the casualty), to take more than two hundred ten (210) days to
substantially complete after the damage occurs, or (d) any material damage
occurs to the Premises and fewer than twelve (12) months remain in the Term. In
order to exercise any of the foregoing termination rights, Tenant must send
Landlord at least thirty (30) days (but not more than 120 days) advance written
notice specifying the basis for termination, and such notice must be given no
later than thirty (30) days following the occurrence of the condition serving as
the basis for the termination right invoked by Tenant. If Tenant exercises its
termination right on the basis of the provisions set forth in clause (a) or (b)
above,


                                    Page 15

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   16
and Landlord commences or substantially completes, as the case may be, the
restoration work to the Premises within thirty (30) days after receipt of such
notice from Tenant, such notice shall be of no force or effect. Notwithstanding
anything to the contrary contained herein, if Tenant, or its officers,
employees, contractors or agents delay Landlord in performing the repairs,
Landlord shall have additional time to complete the work equal to such delay and
Tenant shall pay Landlord all Rent for the period of such delay.

      The word "Term" as used in this Article 10, or as used in any Rider or
other provision of this Lease respecting termination of this Lease in the event
of casualty or other damage, shall include any extension or renewal period which
shall have been duly exercised by Tenant prior to the casualty pursuant to any
express option granted to Tenant under or in connection with this Lease.

Tenant acknowledges that this Article represents the entire agreement between
the parties respecting damage to the Premises or Property.

                                   ARTICLE 11

                  INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS

      Tenant shall maintain during the Term comprehensive (or commercial)
general liability insurance, with limits of not less than $2,000,000 combined
single limit for personal injury, bodily injury or death, or property damage or
destruction (including loss of use thereof) for any one occurrence. Tenant shall
also maintain during the Term worker compensation insurance as required by
statute, and primary, noncontributory, "all-risk" property damage insurance
covering Tenant's personal property, business records, fixtures and equipment,
for damage or other loss caused by fire or other casualty or cause including,
but not limited to, vandalism and malicious mischief, theft, water damage of any
type, including sprinkler leakage, bursting or stoppage of pipes, explosion,
business interruption, and other insurable risks in amounts not less than the
full insurable replacement value of such property and full insurable value of
such other interests of Tenant (subject to deductible amounts appropriate for a
company of Tenant's size and financial standing). Landlord shall, as part of
Operating Expenses, maintain during the Term comprehensive (or commercial)
general liability insurance with respect to the Property, with limits of not
less than $2,000,000 combined single limit for personal injury, bodily injury or
death, or property damage or destruction (including loss of use thereof) for any
one occurrence. Landlord shall also, as part of Operating Expenses, maintain
during the Term worker compensation insurance as required by statute, and
primary, non-contributory, extended coverage or "all-risk" property damage
insurance, in an amount equal to at least ninety percent (90%)(except with
respect to earthquake coverage) of the full insurable replacement value of the
Property (exclusive of the costs of excavation, foundations and footings, and
such risks required to be covered by Tenant's insurance, and subject to
reasonable deductible amounts), or such other amount necessary to prevent
Landlord from being a co-insured, and such other coverage as Landlord may
reasonably elect to carry or that may be required by any Holder (as defined in
Article 25).

      Each Party shall provide the other with certificates evidencing such
coverage (and, with respect to liability coverage,


                                    Page 16

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   17
showing the other and in the case of Landlord, Landlord's property manager, as
additional insureds) prior to Tenant's performance of any work at the Premises,
and Tenant's certificate shall state that such insurance coverage may not be
reduced or cancelled without at least thirty (30) days' prior written notice to
Landlord, and each party shall provide renewal certificates to the other at
least twenty (20) days prior to expiration of such policies. Landlord may
periodically, but not more often than every five years, require that Tenant
reasonably increase the aforementioned coverage to that coverage then provided
by other similarly situated tenants in the Building. Except as provided to the
contrary herein, any insurance carried by Landlord or Tenant shall be for the
sole benefit of the party carrying such insurance. Any insurance policies
hereunder may be "blanket policies." All insurance required hereunder shall be
provided by responsible insurers and Tenant's insurer shall be reasonably
acceptable to Landlord. By this Article, Landlord and Tenant intend that their
respective property loss risks shall be borne by responsible insurance carriers
to the extent above provided, and Landlord and Tenant hereby agree to look
solely to, and seek recovery only from, their respective insurance carriers in
the event of a property loss to the extent that such coverage is agreed to be
provided hereunder. The parties each hereby waive all rights and claims against
each other for such losses, and waive all rights of subrogation of their
respective insurers, provided such waiver of subrogation shall not affect the
right of the insured to recover thereunder. The parties agree that their
respective insurance policies are now, or shall be, endorsed such that said
waiver of subrogation shall not affect the right of the insured to recover
thereunder, so long as no material additional premium is charged therefor.

                                   ARTICLE 12

                                  CONDEMNATION

      If the whole or any material part of the Premises or Property shall be
taken by power of eminent domain or condemned by any competent authority for any
public or quasi-public use or purpose, or if Landlord shall grant a deed or
other instrument in lieu of such taking by eminent domain or condemnation,
Landlord shall have the option to terminate this Lease upon ninety (90) days'
notice, provided such notice is given no later than 120 days after the date of
such taking, deed or other instrument. Tenant shall have reciprocal termination
rights if the whole or any material part of the Premises or its parking
facilities (unless reasonably comparable substitute parking facilities are
provided) is permanently taken. Such termination rights of Tenant shall be in
lieu of any other rights Tenant may have under Law, and all such rights are
hereby waived. Landlord shall be entitled to receive the entire award or payment
in connection therewith, except that Tenant shall have the right to file any
separate claim available to Tenant for any taking of Tenant's personal property
and fixtures belonging to Tenant and removable by Tenant upon expiration of the
Term, and for relocation expenses (so long as such claim does not diminish the
award available to Landlord or any Holder, and such claim is payable separately
to Tenant). All Rent and Tenant's Prorata Share shall be apportioned as of the
date of such termination, or the date of such taking, whichever shall first
occur. If any part of the Premises shall be taken, and this Lease shall not be
so terminated, the Rent and Tenant's Prorata Share shall be proportionately
abated.


                                    Page 17

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   18
                                   ARTICLE 13

                              RETURN OF POSSESSION

      At the expiration or earlier termination of this Lease or Tenant's right
of possession, Tenant shall surrender possession of the Premises in the
condition required under Article 9, ordinary wear and tear and damage by
casualty or condemnation excepted, and shall surrender all keys, any key cards,
and any parking stickers or cards, to Landlord, and advise Landlord as to the
combination of any locks or vaults then remaining in the Premises, and shall
remove all trade fixtures and personal property. All improvements, fixtures and
other items in or upon the Premises (except trade fixtures and personal property
belonging to Tenant), whether installed by Tenant or Landlord, shall be
Landlord's property and shall remain upon the Premises, all without
compensation, allowance or credit to Tenant. However, if prior to such
termination or within ten (10) days thereafter Landlord so directs by notice,
Tenant shall promptly remove such of the foregoing items that are extraordinary
improvements (e.g., staircase) as are designated in such notice and restore the
Premises to the condition prior to the installation of such items; provided,
Landlord shall not require removal of customary office improvements installed
pursuant to any separate agreement signed by both parties in connection with
entering this Lease (except as expressly provided to the contrary therein), or
installed by Tenant with Landlord's written approval (except as expressly
required by Landlord in connection with granting such approval) and provided
further, that Tenant shall not be obligated to repair, replace or restore wall
coverings or floor coverings in the Premises. If Tenant shall fail to perform
any repairs or restoration, or fail to remove any items from the Premises
required hereunder, Landlord may do so, and Tenant shall pay Landlord the cost
thereof upon demand. All property removed from the Premises by Landlord pursuant
to any provisions of this Lease or any Law may be handled or stored by Landlord
at Tenant's expense, and Landlord shall in no event be responsible for the
value, preservation or safekeeping thereof. All property not removed from the
Premises or retaken from storage by Tenant within thirty (30) days after
expiration or earlier termination of this Lease or Tenant's right to possession,
shall at Landlord's option be conclusively deemed to have been conveyed by
Tenant to Landlord as if by bill of sale without payment by Landlord. Unless
prohibited by applicable Law, Landlord shall have a lien against such property
for the costs incurred in removing and storing the same.

                                   ARTICLE 14

                                  HOLDING OVER

      Unless Landlord expressly agrees otherwise in writing, Tenant shall pay
Landlord 150% of the amount of Rent then applicable prorated on per diem basis
for each day Tenant shall retain possession of the Premises or any part thereof
after expiration or earlier termination of this Lease, together with all damages
sustained by Landlord on account thereof. The foregoing provisions shall not
serve as permission for Tenant to hold-over, nor serve to extend the Term
(although Tenant shall remain bound to comply with


                                    Page 18

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   19
all provisions of this Lease until Tenant vacates the Premises, and shall be
subject to the provisions of Article 13).

                                   ARTICLE 15

                                    NO WAIVER

      No provision of this Lease will be deemed waived by either party unless
expressly waived in writing signed by the waiving party. No waiver shall be
implied by delay or any other act or omission of either party. No waiver by
either party of any provision of this Lease shall be deemed a waiver of such
provision with respect to any subsequent matter relating to such provision, and
Landlord's consent or approval respecting any action by Tenant shall not
constitute a waiver of the requirement for obtaining Landlord's consent or
approval respecting any subsequent action. Acceptance of Rent by Landlord shall
not constitute a waiver of any breach by Tenant of any term or provision of this
Lease. No acceptance of a lesser amount than the Rent herein stipulated shall be
deemed a waiver of Landlord's right to receive the full amount due, nor shall
any endorsement or statement on any check or payment or any letter accompanying
such check or payment be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the full amount due. The acceptance of Rent or of the performance of any other
term or provision from any Person other than Tenant, including any Transferee,
shall not constitute a waiver of Landlord's right to approve any Transfer.

                                   ARTICLE 16

                         ATTORNEYS' FEES AND JURY TRIAL

      In the event of any litigation between the parties regarding this Lease,
the prevailing party shall be entitled to obtain, as part of the judgment, all
reasonable attorneys' fees, costs and expenses incurred in connection with such
litigation, except as may be limited by applicable Law. In the interest of
obtaining a speedier and less costly hearing of any dispute, the parties hereby
each irrevocably waive the right to trial by jury.

                                   ARTICLE 17

               PERSONAL PROPERTY TAXES, RENT TAXES AND OTHER TAXES

      Tenant shall pay prior to delinquency all taxes, charges or other
governmental impositions assessed against or levied upon Tenant's fixtures,
furnishings, equipment and personal property located in the Premises, and any
Work to the Premises under Article 8 (to the extent that such Work is not
considered part of the real property taxes to be paid by Tenant hereunder) and
Landlord can demonstrate through the Assessor's work papers or otherwise that
such Work has caused the Building to be assessed at a higher value than the
Building would have been assessed if the Premises had merely been improved to
building standard tenant improvements. Whenever possible, Tenant shall cause all
such items to be assessed and billed separately from the property of Landlord.
In the event any such items shall be assessed and billed with the property of
Landlord, Tenant shall pay Landlord its share of such taxes,


                                    Page 19

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   20
charges or other governmental impositions within thirty (30) days after Landlord
delivers a statement and a copy of the assessment or other documentation showing
the amount of such impositions applicable to Tenant's property. Tenant shall pay
any rent tax or sales tax, service tax, transfer tax or value added tax, or any
other applicable tax on the Rent or services herein or otherwise respecting this
Lease. Tenant shall not be responsible for the payment of any of Landlord's
federal, state or local income, franchise, inheritance or estate taxes.

                                   ARTICLE 18

                              REASONABLE APPROVALS

      Whenever Landlord's approval or consent (or words or phrases of similar
import) is expressly required under this Lease (including, but not limited to,
Article 21 and the Riders hereto) or any other agreement between the parties,
Landlord shall not unreasonably withhold or delay such approval or consent
(reasonableness shall be a condition to Landlord's enforcement of such consent
or approval requirement, and not a covenant), except for matters affecting the
structure, safety or security of the Property, or unless specifically provided
to the contrary elsewhere herein, the appearance of the Property from any common
or public areas.

                                   ARTICLE 19

               SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION

      This Lease is subject and subordinate to all Mortgages (as defined in
Article 25) now or hereafter placed upon the Property, and all other
encumbrances and matters of public record applicable to the Property, provided,
this Lease shall be subordinate to Mortgages entered after the date of this
Lease, only if the Holders thereof agree to recognize this Lease, and not
disturb Tenant's occupancy hereunder (so long as Tenant does not commit an
uncured Default hereunder), pursuant to each such Holder's standard
nondisturbance agreement, which Tenant hereby agrees to execute. Such
nondisturbance agreement shall provide that if any foreclosure proceedings are
initiated by any Holder or a deed in lieu is granted (or if any ground lease is
terminated), Tenant agrees to attorn and pay Rent to such party provided such
Holder or purchaser at a foreclosure sale shall agree to accept this Lease and
not disturb Tenant's occupancy, so long as Tenant does not default and fail to
cure within the time permitted hereunder. However, in the event of attornment,
no Holder shall be: (i) liable for any act or omission of Landlord, or subject
to any offsets or defenses which Tenant might have against Landlord (prior to
such Holder becoming Landlord under such attornment), (ii) liable for any
security deposit or bound by any prepaid Rent not actually received by such
Holder, or (iii) if required pursuant to the nondisturbance agreement, bound by
any future modification of this Lease not consented to by such Holder. Any
Holder (as defined in Article 25) may elect to make this Lease prior to the lien
of its Mortgage, by written notice to Tenant, and if the Holder of any prior
Mortgage shall require, this Lease shall be prior to any subordinate Mortgage.
Tenant agrees to give by certified mail, return receipt requested, a copy of any
notice of default served by Tenant upon Landlord, to any Holder designated by
Landlord from time to time by


                                    Page 20

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   21
notice to Tenant (by way of service on Tenant of a copy of an assignment of
leases, or otherwise) of the address of such Holder. Tenant further agrees that
if Landlord shall have failed to cure such default within the times permitted
Landlord for cure under this Lease, such Holder shall have an additional period
of thirty (30) days in which to cure (or such additional time as may be required
due to causes beyond such Holder's control, including time to obtain possession
of the Property by power of sale or judicial action). Tenant shall execute such
documentation as Landlord may reasonably request from time to time, in order to
confirm the matters set forth in this Article in recordable form. Concurrently
with the execution and delivery of this Lease by Landlord, Landlord shall
provide Tenant, at Landlord's sole cost and expense, a Subordination,
Non-Disturbance and Attornment Agreement (the "Non-Disturbance Agreement")
substantially in the form of Exhibit "B" attached hereto in favor of Tenant and
duly executed by the lender identified therein, which Non-Disturbance Agreement
shall control in the event of any conflict with the terms and conditions of this
Lease. Tenant shall execute such form of Non-Disturbance Agreement when it
executes this Lease and submits it to Landlord for execution.


                                    Page 21

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   22
                                   ARTICLE 20

                              ESTOPPEL CERTIFICATE

      Tenant and Landlord shall from time to time, within twenty (20) days after
written request from the other, execute, acknowledge and deliver a statement (i)
certifying that this Lease is unmodified and in full force and effect or, if
modified, stating the nature of such modification and certifying that this Lease
as so modified, is in full force and effect (or if this Lease is claimed not to
be in force and effect, specifying the ground therefor) and any dates to which
the Rent has been paid in advance, and the amount of any security deposit, (ii)
acknowledging that there are not, to the knowledge of the party delivering the
certificate, any uncured defaults on the part of the other hereunder, or
specifying such defaults if any are claimed, and (iii) certifying such other
matters as the other may reasonably request, or as may be reasonably requested
by current or prospective Holders, insurance carriers, auditors, and prospective
purchasers. Any such statement may be relied upon by any such parties. If Tenant
or Landlord shall fail to execute and return such statement within the time
required herein, the other shall be deemed to have agreed with the matters set
forth therein.

                                   ARTICLE 21

                            ASSIGNMENT AND SUBLETTING

      (A) TRANSFERS. Tenant shall not, without the prior written consent of
Landlord, which consent shall not be unreasonably withheld or delayed, as
further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or
permit any lien to attach to, or otherwise transfer, this Lease or any interest
hereunder, by operation of law or otherwise (provided that a blanket mortgage
encumbering all or substantially all of Tenant's assets shall not be construed
to violate this provision if such mortgage expressly provides that it is subject
and subordinate to this Lease and Landlord's assignment of leases and rents to
its lender and all of their terms and conditions, including but not limited to
Landlord's rights under this Article 21, which rights shall be applicable in the
event of any foreclosure of such mortgage or deed in lieu thereof), (ii) sublet
the Premises or any part thereof, or (iii) permit the use of the Premises by any
Persons (as defined in Article 25) other than Tenant and its employees (all of
the foregoing are hereinafter sometimes referred to collectively as "Transfers"
and any Person to whom any Transfer is made or sought to be made is hereinafter
sometimes referred to as a "Transferee"). If Tenant shall desire Landlord's
consent to any Transfer, Tenant shall notify Landlord in writing (the "Transfer
Notice"), which notice shall include: (a) the proposed effective date (which
shall not be less than 30 nor more than 180 days after Tenant's notice), (b) the
portion of the Premises to be Transferred (herein called the "Subject Space"),
(c) the terms of the proposed Transfer and the consideration therefor and the
name and address of the proposed Transferee, and a copy of all assignment or
subleasing documents and all other documents pertaining to the proposed Transfer
reasonably requested by Landlord (provided that such documents may be delivered
to Landlord for its review at any time up to but not later than ten (10) days
prior to the effective date of the Transfer), and (d) current


                                    Page 22

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   23
financial statements of the proposed Transferee certified by an officer, partner
or owner thereof, and any other information reasonably required to enable
Landlord to determine the financial responsibility, character, and reputation of
the proposed Transferee, nature of such Transferee's business and proposed use
of the Subject Space, and such other information as Landlord may reasonably
require. Any Transfer made without complying with this Article shall, at
Landlord's option, be null, void and of no effect, or shall constitute a Default
under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay
$300.00 towards Landlord's review and processing expense, as well as any
reasonable legal fees incurred by Landlord, within thirty (30) days after
written request by Landlord.

      (B) APPROVAL. Landlord will not unreasonably withhold or delay its consent
(as provided in Article 18) to any proposed Transfer of the Subject Space to the
Transferee on the terms specified in Tenant's notice. The parties hereby agree
that it shall be reasonable under this Lease and under any applicable Law for
Landlord to withhold consent to any proposed Transfer where one or more of the
following applies (without limitation as to other reasonable grounds for
withholding consent): (i) the Transferee is of a character or reputation or
engaged in a business which is not consistent with the quality of the Property,
(ii) the Transferee intends to use the Subject Space for purposes which are not
permitted under this Lease, (iii) the Subject Space is not regular in shape with
appropriate means of ingress and egress suitable for normal renting purposes,
(iv) the Transferee is either a government (or agency or instrumentality
thereof) or an occupant of the Property (if Landlord has space available to meet
such occupant's needs), (v) the proposed Transferee does not have a reasonable
financial condition in relation to the obligations to be assumed in connection
with the Transfer, or (vi) Tenant has committed and failed to cure a Default
within the time period therefor provided in Article 23 at the time Tenant
requests consent to the proposed Transfer. Notwithstanding anything to the
contrary herein, if Landlord does not reject such Transferee (or request
additional information) within twenty (20) business days of Landlord's receipt
of the Transfer Notice, the Transfer shall be deemed approved.

      (C) TRANSFER PREMIUM. If Landlord consents to a Transfer, and as a
condition thereto which the parties hereby agree is reasonable, Tenant shall pay
Landlord fifty percent (50%) of any Transfer Premium derived by and received by
Tenant from such Transfer. "Transfer Premium" shall mean all rent, additional
rent or other consideration paid by such Transferee in excess of the Rent
payable by Tenant under this Lease (on a monthly basis during the Term, and on a
per rentable square foot basis, if less than all of the Premises is
transferred), after deducting the reasonable expenses incurred by Tenant for any
changes, alterations and improvements to the Premises, any other economic
concessions or services provided to the Transferee, fees for use of Tenant's
fixtures or equipment (in no event more than their depreciated value) and any
customary brokerage commissions paid in connection with the Transfer. If part of
the consideration for such Transfer shall be payable other than in cash,
Landlord's share of such non-cash consideration shall be in such form as is
reasonably satisfactory to Landlord. The percentage of the Transfer Premium due
Landlord hereunder shall be paid within thirty (30) days after Tenant receives
any Transfer Premium from the Transferee.

      (D) Intentionally deleted.

                                    Page 23

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   24
      (E) TERMS OF CONSENT. If Landlord consents to a Transfer: (a) the terms
and conditions of this Lease, including among other things, Tenant's liability
for the Subject Space, shall in no way be deemed to have been waived or modified
(and, as a condition to the effectiveness of any assignment of this Lease, the
assignor shall, if Landlord or any Holder so requests, deliver to Landlord a
guaranty evidencing such continuing liability), (b) such consent shall not be
deemed consent to any further Transfer by either Tenant or a Transferee, (c)
Tenant shall deliver to Landlord promptly after execution, an original executed
copy of all documentation pertaining to the Transfer in form reasonably
acceptable to Landlord, and (d) Tenant shall furnish upon Landlord's request a
complete statement, certified by an independent certified public accountant, or
Tenant's chief financial officer, setting forth in detail the computation of any
Transfer Premium Tenant has derived and shall derive from such Transfer.
Landlord or its authorized representatives shall have the right at all
reasonable times to audit the books, records and papers of Tenant relating to
any Transfer, and shall have the right to make copies thereof. If the Transfer
Premium respecting any Transfer shall be found understated, Tenant shall within
thirty (30) days after demand pay the deficiency, and if understated by more
than 2%, Tenant shall pay Landlord's costs of such audit. Otherwise, Landlord
shall pay for such audit. Any sublease hereunder shall be subordinate and
subject to the provisions of this Lease, and if this Lease shall be terminated
during the term of any sublease, Landlord shall have the right to: (i) treat
such sublease as cancelled and repossess the Subject Space by any lawful means,
or (ii) require that such subtenant attorn to and recognize Landlord as its
landlord under any such sublease. If Tenant shall Default and fail to cure
within the time permitted for cure under Article 23(A), Landlord is hereby
irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any
Transferee to make all payments under or in connection with the Transfer
directly to Landlord (which Landlord shall apply towards Tenant's obligations
under this Lease) until such Default is cured.

      (F) CERTAIN TRANSFERS. For purposes of this Lease, the term "Transfer"
shall also include (a) if Tenant is a partnership or a limited liability
company, the withdrawal or change, voluntary, involuntary or by operation of
law, of a majority of the partners or members, or a transfer of a majority of
partnership or membership interests, within a twelve month period, or the
dissolution of the partnership or limited liability company, and (b) if Tenant
is a closely held corporation (i.e., whose stock is not publicly held and not
traded through an exchange or over the counter), the dissolution, merger,
consolidation or other reorganization of Tenant, or within a twelve month
period: (i) the sale or other transfer of more than an aggregate of 50% of the
voting shares of Tenant (other than to immediate family members by reason of
gift or death) or (ii) the sale of more than an aggregate of 50% of Tenant's net
assets.

      (G) PERMITTED TRANSFERS. Notwithstanding anything to the contrary in
Article 21, neither the Landlord consent provisions of Articles 21(A), (B) and
(E) nor the Transfer Premium provisions of Article 21(C) shall apply to the use
or sublease of all or any portion of the Premises, or to the assignment of this
Lease, by or to a "person" (each an "Affiliate") who (i) "controls" Tenant, (ii)
is "controlled by" Tenant, (iii) is "under common control" with Tenant, or (iv)
into or with which Tenant or any of the


                                    Page 24

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   25
foregoing parties is merged, consolidated or reorganized, or to which all or
substantially all of Tenant's assets or any such other party's assets are sold;
provided that Tenant (a) supplies Landlord with a copy of the executed transfer
documents promptly after execution, (b) Tenant shall remain liable under this
Lease and (c) in the case of an assignment, the Transferee shall expressly
assume Tenant's after accruing obligations under this Lease. For the purposes of
this Article 21, "controls" (including the correlative meanings of "controlled
by and under common control with") shall mean the ownership directly or
indirectly of at least 51% of the voting or equity interest in a person or
entity and "person" shall include an individual, entity, corporation,
partnership, limited liability company or trust. In addition thereto, upon
giving prior written notice to Landlord, neither the Landlord consent provisions
of Articles 21(A), (B) and (E) nor the Transfer Premium Provisions of Article
21(C) shall apply to any sublease or subleases of individual office space which
consists of, or consists of in the aggregate with individual office space
previously sublet, twenty-five percent (25%) or less of the rentable square feet
of the Premises, on and subject to the condition that the subtenant agrees that
its sublease is subordinate to this Lease and that it is bound by all of the
terms, covenants and conditions of this Lease applicable to the sublet space. No
such sublease shall relieve Tenant from any liability under this Lease. Any such
subtenant's occupancy of the Premises shall otherwise be subject to, and in
accordance with, all provisions of this Lease, including, without limitation,
the provisions of Article 6 hereof.

                                   ARTICLE 22

                           RIGHTS RESERVED BY LANDLORD

      Except to the extent expressly limited herein or in the Parking Agreement
of even date herewith, Landlord reserves full rights to control the Property
(which rights may be exercised without subjecting Landlord to claims for
constructive eviction, abatement of Rent, damages or other claims of any kind,
including more particularly, but without limitation, the following rights:

      (A) To change the name or street address of the Property; install and
maintain signs on the exterior and interior of the Property (subject to Article
36); retain at all times, and use in appropriate instances, keys to all doors
within and into the Premises; grant to any Person the right to conduct any
business or render any service at the Property, whether or not it is the same or
similar to the use permitted Tenant by this Lease; and have access for Landlord
to any mail chutes located on the Premises according to the rules of the United
States Postal Service.

      (B) To enter the Premises at reasonable hours for reasonable purposes,
including inspection and supplying cleaning service or other services to be
provided Tenant hereunder, to show the Premises to current and prospective
mortgage lenders, ground lessors, insurers, and prospective purchasers, and,
during the last year of the Term, to tenants and brokers, at reasonable hours,
and if Tenant shall abandon the Premises at any time, or shall vacate the same
during the last three (3) months of the Term, to decorate, remodel, repair, or
alter the Premises.


                                    Page 25

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   26
      (C) To limit or prevent access to the Property, shut down elevator
service, activate elevator emergency controls, or otherwise take such action or
preventative measures reasonably deemed necessary by Landlord for the safety of
tenants or other occupants of the Property or the protection of the Property and
other property located thereon or therein, in case of fire, invasion,
insurrection, riot, civil disorder, public excitement or other dangerous
condition, or threat thereof.

      (D) To decorate and to make or permit alterations, additions and
improvements, structural or otherwise, in or to the Property or any part
thereof, exclusive of the Premises, and any adjacent building, structure,
parking facility, land, street or alley (including without limitation changes
and reductions in corridors, lobbies, parking facilities and other public areas
and the installation of kiosks, planters, sculptures, displays, escalators,
mezzanines, and other structures, facilities, amenities and features therein,
and changes for the purpose of connection with or entrance into or use of the
Property in conjunction with any adjoining or adjacent building or buildings,
now existing or hereafter constructed). In connection with such matters, or with
any other repairs, maintenance, improvements or alterations, in or about the
Property, Landlord may erect scaffolding and other structures reasonably
required, and during such operations may enter upon the Premises and take into
and upon or through the Premises, all materials required to make such repairs,
maintenance, alterations or improvements, and may close public entry ways, other
public areas, restrooms, stairways or corridors.

      In connection with entering the Premises to exercise any of the foregoing
rights, Landlord shall: (a) provide reasonable advance written or oral notice
thereof to Tenant's on-site manager or other appropriate person (except in
emergencies, or for routine cleaning or other routine matters), and (b) take
reasonable steps to minimize any interference with Tenant's business, and if
Tenant's use of the executive or boardroom portions of the eighth floor, or its
MIS operations on the fourth floor, are likely to be affected, Landlord shall
consult with Tenant and provide to Tenant, as Tenant shall reasonably request,
plans and specifications for the alterations, additions and improvements or
other items to the extent that they affect such portion of the Premises.
Landlord shall not, subject to Force Majeure, perform any alterations or other
activities pursuant to (d) above that cause material adverse impact to Tenant's
use of the Premises.

                                   ARTICLE 23

                               LANDLORD'S REMEDIES

      (A) DEFAULT. The occurrence of any one or more of the following events
shall constitute a "Default" by Tenant which if not cured within any applicable
time permitted for cure below, shall give rise to Landlord's remedies set forth
in Paragraph (B) below and Tenant shall not be deemed to be in Default for any
purpose whatsoever under this Lease (including, but not limited to any Rider
annexed hereto) unless and until the applicable notice to Tenant, if any, has
been given and the event specified in such notice has not been cured within the
applicable cure period, if any: (i) failure by Tenant to make when due any
payment of Rent, unless such failure is cured within ten (10) days after notice;
(ii) failure by Tenant to observe or perform any of the terms or


                                    Page 26

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   27
conditions of this Lease to be observed or performed by Tenant other than the
payment of Rent, or as provided below, unless such failure is cured within
thirty (30) days after notice, (provided, if the nature of Tenant's failure is
such that more time is reasonably required in order to cure, Tenant shall not be
in Default if Tenant commences to cure within such period and thereafter
reasonably seeks to cure such failure to completion); (iii) failure by Tenant to
comply with the Rules, unless such failure is cured within thirty(30) days after
notice (provided, if the nature of Tenant's failure is such that more than
thirty (30) days are reasonably required in order to cure, Tenant shall not be
in Default if Tenant commences to cure within such period and thereafter
reasonably seeks to cure such failure to completion); (iv) abandonment of the
Premises which shall be deemed to have occurred if Tenant, while in Default
hereunder, has vacated the Premises for more than three (3) months, or the
failure to take possession of the Premises within sixty (60) days after the
Commencement Date (provided that Landlord shall have the right to terminate this
Lease upon thirty (30) days' notice to Tenant if Tenant, even if not in Default
hereunder, has vacated all or a substantial portion of the Premises for more
than two (2) months at any time during the last fourteen (14) months of the
Lease Term but such termination shall not entitle Landlord to exercise Default
remedies if Tenant is not in Default); (v) (a) making by Tenant of any general
assignment for the benefit of creditors, (b) filing by or against Tenant of a
petition to have Tenant adjudged a bankrupt or a petition for reorganization or
arrangement under any Law relating to bankruptcy (unless, in the case of a
petition filed against Tenant the same is dismissed within ninety (90) days),
(c) appointment of a trustee or receiver to take possession of substantially all
of Tenant's assets located on the Premises or of Tenant's interest in this
Lease, where possession is not restored to Tenant within sixty (60) days, (d)
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located on the Premises or of Tenant's interest in this Lease, (e)
Tenant's convening of a meeting of its creditors or any class thereof for the
purpose of effecting a moratorium upon or composition of its debts, or (f)
Tenant's insolvency or admission of an inability to pay its debts as they
mature; (vi) any material misrepresentation herein, or material
misrepresentation or omission in any financial statements or other materials
provided by Tenant in connection with negotiating or entering this Lease or in
connection with any Transfer under Article 21; or (vii) failure of Tenant to
provide the Security Deposit (as hereinafter defined) on or before the date
required by Article 35 of the Lease. Failure by Tenant to comply with the same
term or condition of this Lease on three occasions during any twelve month
period shall cause any failure to comply with such term or condition during the
succeeding twelve month period, at Landlord's option, to constitute a Default,
if Landlord has given Tenant notice of each such failure within ten (10) days
after each such failure occurs. The notice and cure periods provided herein are
in lieu of, and not in addition to, any notice and cure periods provided by Law.

      (B) REMEDIES. If Tenant commits a Default and fails to cure within the
time permitted for cure under Article 23(A), in addition to any other right or
remedy allowed under any Law or other provision of this Lease (all of which
remedies shall be distinct, separate and cumulative), Landlord may terminate
this Lease, repossess the Premises by detainer suit, summary proceedings, or
other lawful means, and recover as damages a sum of money equal to: (a) the
worth at the time of award of the unpaid Rent which had


                                    Page 27

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   28
been earned at the time of termination; (b) the worth at the time of award of
the amount by which the unpaid Rent which would have been earned after
termination until the time of the award exceeds the amount of such Rent loss
that Tenant proves could have been reasonably avoided; (c) the worth at the time
of award of the amount by which the unpaid Rent for the balance of the Term
after the time of award exceeds the amount of such Rent loss that Tenant proves
can reasonably be avoided; and (d) any other amounts necessary to compensate
Landlord for all detriment or damages proximately caused by Tenant's failure to
perform its obligations under this Lease or that in the ordinary course would be
likely to result therefrom, including without limitation all Costs of Reletting
(as defined in Paragraph F). For purposes of computing the amount of Rent herein
that would have accrued after the time of award, Tenant's Prorata Share of Taxes
and Operating Expenses, shall be projected, based upon the average rate of
increase, if any, in such items from the Commencement Date through the time of
award. The "worth at the time of award" of the amounts referred to in clauses
(a) and (b) shall be computed by allowing interest at the Default Rate (as
defined in Article 25). The "worth at the time of award" of the amount referred
to in clause (c) shall be computed by discounting such amount at the discount
rate of the Federal Reserve Bank of San Francisco at the time of award plus one
percent (1%).

      (C) MITIGATION OF DAMAGES. If Landlord terminates this Lease or Tenant's
right to possession, Landlord shall use reasonable efforts to mitigate
Landlord's damages, and Tenant shall be entitled to submit proof of such failure
to mitigate as a defense to Landlord's claims hereunder, if mitigation of
damages by Landlord is required by applicable Law. If Landlord has not
terminated this Lease or Tenant's right to possession, Landlord shall have no
obligation to mitigate, may permit the Premises to remain vacant or abandoned,
and shall have the remedies under California Civil Code, Section 1951.4, as the
same may be modified or replaced hereafter; in such case, Tenant may seek to
mitigate damages by attempting to sublease the Premises or assign this Lease
(subject to Article 21).

      (D) SPECIFIC PERFORMANCE AND COLLECTION OF RENT. Landlord shall at all
times have the rights and remedies (which shall be cumulative with each other
and cumulative and in addition to those rights and remedies available under
Paragraph (B), above or any Law or other provision of this Lease), without prior
demand or notice except as required by this Lease or applicable Law: (i) to seek
any declaratory, injunctive or other equitable relief, and specifically enforce
this Lease, or restrain or enjoin a violation or breach of any provision hereof,
and (ii) to sue for and collect any unpaid Rent which has accrued.

      (E) LATE CHARGES AND INTEREST. Tenant shall pay, as additional Rent, a
service charge of One Thousand Dollars ($1,000.00) for bookkeeping and
administrative expenses, if Rent is not received within five (5) days after its
due date. In addition, any Rent paid more than five (5) days after due shall
accrue interest from the due date at the Default Rate (as defined in Article
25), until payment is received by Landlord. Such service charge and interest
payments shall not be deemed consent by Landlord to late payments, nor a waiver
of Landlord's right to insist upon timely payments at any time, nor a waiver of
any remedies to which Landlord is entitled as a result of the late payment of
Rent.


                                    Page 28

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   29

      (F) CERTAIN DEFINITIONS. "Net Re-Letting Proceeds" shall mean the total
amount of rent and other consideration paid by any Replacement Tenants, less all
Costs of Re-Letting, during a given period of time. "Costs of Re-Letting" shall
include without limitation, all reasonable costs and expenses incurred by
Landlord for any repairs, maintenance, changes, alterations and improvements to
the Premises, brokerage commissions, advertising costs, attorneys' fees, any
customary free rent periods or credits, tenant improvement allowances,
reasonable take-over lease obligations and other customary, necessary or
appropriate economic incentives required to enter leases with Replacement
Tenants, and costs of collecting rent from Replacement Tenants. "Replacement
Tenants" shall mean any Persons (as defined in Article 25) to whom Landlord
relets the Premises or any portion thereof pursuant to this Article.

      (G) OTHER MATTERS. No re-entry or repossession, repairs, changes,
alterations and additions, reletting, acceptance of keys from Tenant, or any
other action or omission by Landlord shall be construed as an election by
Landlord to terminate this Lease or Tenant's right to possession, or accept a
surrender of the Premises, nor shall the same operate to release the Tenant in
whole or in part from any of Tenant's obligations hereunder, unless express
written notice of such intention is sent by Landlord or its agent to Tenant. To
the fullest extent permitted by Law, all rent and other consideration paid by
any Replacement Tenants shall be applied: first, to the Costs of Re-Letting,
second, to the payment of any Rent theretofore accrued, and the residue, if any,
shall be held by Landlord and applied to the payment of other obligations of
Tenant to Landlord as the same become due (with any remaining residue to be
retained by Landlord). Rent shall be paid without any prior demand or notice
therefor (except as expressly provided herein) and without any deduction,
set-off or counterclaim (except as expressly provided herein), or relief from
any valuation or appraisement laws. Landlord may apply payments received from
Tenant to any obligations of Tenant then accrued, without regard to such
obligations as may be designated by Tenant. Except for services and utilities
which are standard for the Building (as opposed to any special services related
to Tenant's use of the Premises), Landlord shall be under no obligation to
observe or perform any provision of this Lease on its part to be observed or
performed which accrues after the date of any Default by Tenant hereunder not
cured within the times permitted hereunder. The times set forth herein for the
curing of Defaults by Tenant, and for the performance by Landlord of its
obligations hereunder, are of the essence of this Lease. Tenant hereby
irrevocably waives any right otherwise available under any Law to redeem or
reinstate this Lease.


                                    Page 29

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   30
                                   ARTICLE 24

                            LANDLORD'S RIGHT TO CURE

      If Landlord shall fail to perform any term or provision under this Lease
required to be performed by Landlord, Landlord shall not be deemed to be in
default hereunder nor subject to any claims for damages of any kind, unless such
failure shall have continued for a period of thirty (30) days after written
notice thereof by Tenant; provided, if the nature of Landlord's failure is such
that more than thirty (30) days are reasonably required in order to cure,
Landlord shall not be in default if Landlord commences to cure such failure
within such thirty (30) day period, and thereafter reasonably seeks to cure such
failure to completion. The aforementioned periods of time permitted for Landlord
to cure shall be extended for any period of time during which Landlord is
delayed in, or prevented from, curing due to fire or other casualty, strikes,
lock-outs or other labor troubles, shortages of equipment or materials,
governmental requirements, power shortages or outages, acts or omissions by
Tenant or other Persons, and other causes beyond Landlord's reasonable control.
If Landlord shall fail to cure within the times permitted for cure herein,
Landlord shall be subject to such remedies as may be available to Tenant
(subject to the other provisions of this Lease); provided, in recognition that
Landlord must receive timely payments of Rent and operate the Property, Tenant
shall have no right of self-help to perform repairs or any other obligation of
Landlord, and shall only have the right to withhold, set-off, or abate Rent as
set forth in this Lease.

                                   ARTICLE 25

                     CAPTIONS, DEFINITIONS AND SEVERABILITY

      The captions of the Articles and Paragraphs of this Lease are for
convenience of reference only and shall not be considered or referred to in
resolving questions of interpretation. If any term or provision of this Lease
shall be found invalid, void, illegal, or unenforceable with respect to any
particular Person by a court of competent jurisdiction, it shall not affect,
impair or invalidate any other terms or provisions hereof, or its enforceability
with respect to any other Person, the parties hereto agreeing that they would
have entered into the remaining portion of this Lease notwithstanding the
omission of the portion or portions adjudged invalid, void, illegal, or
unenforceable with respect to such Person.

      (A) "Building" shall mean the structure identified in Article I of this
Lease.

      (B) "Comparable Buildings" shall mean high rise office buildings of an age
and size and, with comparable physical plants and amenities to that of the
Building, and located in Century City, California. For the purposes of this
Lease, "Century City, California" shall be defined as that area of Los Angeles,
California which has as its Northern boundary, the Northernmost boundary of
Santa Monica Boulevard, as its Southern boundary, the Southernmost boundary of
Pico Boulevard, as its Western boundary, the Westernmost boundary of Century
Park West (as though such street was extended to intersect Pico Boulevard), and
as its


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                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   31
Eastern boundary, the Easternmost boundary of the legal lots upon which all of
the buildings and improvements which front onto the Eastern boundary of Century
Park East are located.

      (C) "Default Rate" shall mean three percent (3%) per annum over the prime
lending rate published in the "Wall Street Journal", or the highest rate
permitted by applicable Law, whichever shall be less.

      (D) "Holder" shall mean the holder of any Mortgage at the time in
question, and where such Mortgage is a ground lease, such term shall refer to
the ground lessor.

      (E) "Holidays" shall mean all federally observed holidays, including New
Year's Day, President's Day, Memorial Day, Independence Day, Labor Day,
Veterans' Day, Thanksgiving Day, Christmas Day.

      (F) "Landlord" and "Tenant" shall be applicable to one or more Persons as
the case may be, and the singular shall include the plural, and the neuter shall
include the masculine and feminine; and if there be more than one, the
obligations thereof shall be joint and several. For purposes of any provisions
indemnifying or limiting the liability of Landlord, the term "Landlord" shall
include Landlord's present and future partners, members, beneficiaries,
trustees, officers, directors, employees, shareholders, principals, agents,
affiliates, successors and assigns.

      (G) "Law" shall mean all federal, state, county and local governmental and
municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders
and other such requirements, applicable equitable remedies and decisions by
courts in cases where such decisions are considered binding precedents in the
state in which the Property is located, and decisions of federal courts applying
the Laws of such State.

      (H) "Mortgage" shall mean all mortgages, deeds of trust, ground leases and
other such encumbrances now or hereafter placed upon the Property or Building,
or any part thereof, and all renewals, modifications, consolidations,
replacements or extensions thereof, and all indebtedness now or hereafter
secured thereby and all interest thereon.

      (I) "Operating Expenses" shall mean all expenses, costs and amounts (other
than Taxes) of every kind and nature which Landlord shall pay during any
calendar year any portion of which occurs during the Term, because of or in
connection with the ownership, management, repair, maintenance, restoration and
operation of the Property, including without limitation, any amounts paid for:
(a) utilities for the Property, including but not limited to electricity, power,
gas, steam, oil or other fuel, water, sewer, lighting, heating, air conditioning
and ventilating, (b) permits, licenses and certificates necessary to operate,
manage and lease the Property, (c) insurance applicable to the Property
reasonably obtained by Landlord, not limited to the amount of coverage Landlord
is required to provide under this Lease, (d) supplies, tools, equipment and
materials used in the operation, repair and maintenance of the Property, (e)
accounting, legal, inspection, consulting, concierge and other services, (f) any
equipment rental (or installment equipment purchase or equipment financing
agreements), or management agreements (including the cost of any


                                    Page 31

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   32
management fee actually paid thereunder and the fair rental value of any office
space provided thereunder, up to customary and reasonable amounts), (g) wages,
salaries and other compensation and benefits (including the fair value of any
parking privileges provided) for all persons engaged in the operation,
maintenance or security of the Property (excluding parking personnel), and
employer's Social Security taxes, unemployment taxes or insurance, and any other
taxes which may be levied on such wages, salaries, compensation and benefits,
(h) payments under any easement, operating agreement, declaration, restrictive
covenant, or instrument pertaining to the sharing of costs in any planned
development, and (i) operation, repair, and maintenance of all Systems and
Equipment and components thereof (including replacement of components),
janitorial service, alarm and security service, window cleaning, trash removal,
elevator maintenance, cleaning of walks, parking facilities and building walls,
removal of ice and snow, replacement of wall and floor coverings, ceiling tiles
and fixtures in lobbies, corridors, restrooms and other common or public areas
or facilities, maintenance and replacement of shrubs, tree, grass, sod and other
landscaped items, irrigation systems, drainage facilities, fences, curbs, and
walkways, re-paving and re-striping parking facilities, and roof repairs. If the
Property is not fully occupied during all or a portion of any calendar year,
Landlord shall, in accordance with sound accounting and management practices,
determine the amount of variable Operating Expenses (i.e. those items which vary
according to occupancy levels) that would have been paid had the Property
achieved a 100% occupancy level, and the amount so determined shall be deemed to
have been the amount of variable Operating Expenses for such year. Landlord
shall also make such an adjustment for the Base Expense Year. Notwithstanding
the foregoing, Operating Expenses shall not, however, include:

      (i) depreciation, interest and amortization on Mortgages, and other debt
      costs or ground lease payments, if any; legal fees in connection with
      leasing, tenant disputes or enforcement of leases; real estate brokers'
      leasing commissions; improvements or alterations to tenant spaces; the
      cost of providing any service directly to and paid directly by, any
      tenant; any costs expressly excluded from Operating Expenses elsewhere in
      this Lease; costs of any items to the extent Landlord receives
      reimbursement from insurance proceeds or from a third party (such proceeds
      to be deducted from Operating Expenses in the year in which received);

            (ii) capital expenditures, except those: (a) made primarily to
      reduce Operating Expenses, or to comply with any future Laws (other than
      those made to correct violations existing as of the date of this Lease
      under laws in existence as of the date of this Lease), or other
      governmental requirements, or (b) for replacements (as opposed to
      additions or new improvements) of nonstructural items located in the
      common areas of the Property required to keep such areas in good
      condition; provided, all such permitted capital expenditures (together
      with reasonable financing charges) shall be amortized for purposes of this
      Lease (i) in the case of any capital expenditures costing in excess of
      $250,000, over their useful lives, and (ii) in the case of any other
      capital expenditures, over the shorter of: (1) their useful lives, or (2)
      four (4) years;


                                    Page 32

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   33

            (iii) utilities which are separately metered and paid for by tenants
      in the Building or the Property (including Tenant) and any other benefit
      or services separately paid for by such tenants;

            (iv) welfare, retirement, vacation, holiday and other paid absences,
      fringe benefits and salaries of executives or employees above the level of
      building manager and fees, wages, salaries and other compensation to the
      extent allocable to services not rendered in connection with the operation
      or maintenance of the Building;

            (v) the cost of contract services provided by Landlord or its
      subsidiaries or affiliates and overhead and profit increments paid to
      subsidiaries or affiliates of Landlord for services to the extent that the
      costs of such services exceed competitive costs for such services rendered
      by independent third parties of similar skill, competence and experience;

            (vi) depreciation of the Building or the Property or of any
      component thereof or of any equipment or tools used in connection with the
      operation or maintenance thereof;

            (vii) fines, penalties or penalty interest due to violations by
      Landlord of any governmental rule or authority;

            (viii) any bad debts loss, rent loss, or reserves for bad debts or
      rent loss;

            (ix) costs associated with the operation of the business of the
      person or entity which constitutes Landlord (as the same are distinguished
      from the costs of operation of the Building, the Property or the common
      areas), including costs of Landlord's general corporate overhead and
      general administrative expenses;

            (x) costs (including without limitation permit, license, and
      inspection costs) incurred in connection with tenant improvement work
      performed by Landlord for specific tenants (or in vacant rentable space)
      in the Building or the Property (including Tenant);

            (xi) repairs or replacements covered by warranties or guaranties or
      for which Tenant or other tenants of the Building or Property are
      obligated to pay to the extent of the funds actually recovered in
      connection therewith;

            (xii) salaries of service personnel (including the building manager)
      to the extent that such service personnel perform services other than in
      connection with the management, operation, repair or maintenance of the
      Building or common areas;

            (xiii) costs to repair or rebuild the Building after casualty loss
      except to the extent of the deductible under Landlord's insurance policy;

            (xiv) damage and repairs attributable to condemnation;

            (xv) any sale, syndication, financing or refinancing costs and
      expenses, including, but not limited to, interest or


                                    Page 33

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   34
      amortization on debt and rent under any ground or underlying lease;

            (xvi) tax penalties incurred as a result of Landlord's negligence or
      its inability or unwillingness to make payments when due;

            (xvii) any compensation paid to clerks, attendants or other persons
      in commercial concessions operated by Landlord or its affiliates;

            (xviii) costs incurred by Landlord due to the violation by Landlord
      or any other tenant of the terms and conditions of any lease of space in
      the Building or the Property;

            (xix) marketing costs incurred in connection with the initial
      development, initial leasing and any future leasing of the Building,
      including, but not limited to, leasing commissions, attorneys' fees, space
      planning costs, and other costs and expenses in connection with
      negotiation and preparation of proposal letters, deal memos, letters of
      intent, leases, subleases and/or assignments incurred in connection with
      lease, sublease and/or assignment negotiations and transactions with
      present or prospective tenants or other occupants of the Building or the
      Property;

            (xx) costs arising from Landlord's charitable or political
      contributions;

            (xxi) costs arising from or as a result of major latent or patent
      defects (as distinguished from normal, ordinary and customary repairs or
      materials) in or significant design error relating to the initial design
      or construction of the Building;

            (xxii) costs incurred in connection with the original construction
      of the Building or any portion of the Property or in connection with any
      major changes in the Building, such as adding or deleting floors;

            (xxiii) costs of alterations or improvements to the Premises or the
      premises of other tenants;

            (xxiv) damage and repairs necessitated by the negligence or willful
      misconduct of Landlord or Landlord's employees, contractors or agents;

            (xxv) interest, penalties or other costs arising out of Landlord's
      failure to make timely payment of its obligations; and

            (xxvi) categories of expenses with respect to the Parking Garage if
      such categories of expenses are not included in the Base Year.

      (J) "Person" shall mean an individual, trust, partnership, joint venture,
association, corporation, and any other entity.

      (K) "Property" shall mean the Building, and any common or public areas or
facilities, easements, corridors, lobbies, sidewalks, loading areas, driveways, 
landscaped areas, skywalks, 


                                    Page 34

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   35
parking garages and lots, and any and all other structures or facilities located
on the Property operated or maintained in connection with or for the benefit of
the Building, and all parcels or tracts of land on which all or any portion of
the Building or any of the other foregoing items are located, and any fixtures,
machinery, equipment, apparatus, Systems and Equipment, furniture and other
personal property located thereon or therein and used in connection therewith,
whether title is held by Landlord or its affiliates. Possession of areas
necessary for utilities, services, safety and operation of the Property,
including the Systems and Equipment (as defined in Article 25), fire stairways,
perimeter walls, space between the finished ceiling of the Premises and the slab
of the floor or roof of the Property thereabove, and the use thereof together
with the right to install, maintain, operate, repair and replace the Systems and
Equipment, including any of the same in, through, under or above the Premises in
locations that will not materially interfere with Tenant's use of the Premises,
are hereby excepted and reserved by Landlord, and not demised to Tenant.

      (L) "Rent" shall have the meaning specified therefor in Article 3(G).

      (M) "Systems and Equipment" shall mean any plant, machinery, transformers,
duct work, cable, wires, and other equipment, facilities, and systems designed
to supply heat, ventilation, air conditioning and humidity or any other services
or utilities, or comprising or serving as any component or portion of the
electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or
fire/life/safety systems or equipment, or any other mechanical, electrical,
electronic, computer or other systems or equipment for the Property.

      (N) "Taxes" shall mean all federal, state, county, or local governmental
or municipal taxes, fees, charges or other impositions of every kind and nature,
whether general, special, ordinary or extraordinary (including without
limitation, real estate taxes, general and special assessments, transit taxes,
water and sewer rents, taxes based upon the receipt of rent including gross
receipts or sales taxes applicable to the receipt of rent or service or value
added taxes (unless required to be paid by Tenant under Article 17), personal
property taxes imposed upon the fixtures, machinery, equipment, apparatus,
Systems and Equipment, appurtenances, furniture and other personal property used
in connection with the Property which Landlord shall pay during any calendar
year, any portion of which occurs during the Term (without regard to any
different fiscal year used by such government or municipal authority) because of
or in connection with the ownership, leasing and operation of the Property.
Notwithstanding the foregoing, there shall be excluded from Taxes all excess
profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and
succession taxes, estate taxes, federal and state income taxes, and other taxes
to the extent applicable to Landlord's general or net income (as opposed to
rents, receipts or income attributable to operations at the Property). If the
method of taxation of real estate prevailing at the time of execution hereof
shall be, or has been altered, so as to cause the whole or any part of the taxes
now, hereafter or heretofore levied, assessed or imposed on real estate to be
levied, assessed or imposed on Landlord, wholly or partially, as a capital levy
or otherwise, or on or measured by the rents received therefrom, then such new
or altered taxes attributable to the Property shall be included within


                                    Page 35

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   36
the term "Taxes," except that the same shall not include any enhancement of said
tax attributable to other income of Landlord. Any expenses incurred by Landlord
in attempting to protest, reduce or minimize Taxes shall be included in Taxes in
the calendar year such expenses are paid. Tax refunds shall be deducted from
Taxes in the year they are received by Landlord, but if such refund shall relate
to taxes paid in a prior year of the Term, and the Lease shall have expired,
Landlord shall mail Tenant's Prorata Share of such net refund (after deducting
any unreimbursed expenses and attorneys' fees), up to the amount Tenant paid
towards Taxes during such year, to Tenant's last known address. If Taxes for the
Base Tax Year are reduced as the result of protest, or by means of agreement, or
as the result of legal proceedings or otherwise, Landlord may adjust Tenant's
obligations for Taxes in all years following the Tax Base Year, and Tenant shall
pay Landlord within 30 days after notice any additional amount required by such
adjustment for any such years or portions thereof that have theretofore
occurred. If Taxes for any period during the Term or any extension thereof,
shall be increased after payment thereof by Landlord, for any reason including
without limitation error or reassessment by applicable governmental or municipal
authorities, Tenant shall pay Landlord within thirty (30) days after demand
Tenant's Prorata Share of such increased Taxes. Except as provided in subsection
(i) below, Tenant shall pay increased Taxes whether Taxes are increased as a
result of increases in the assessment or valuation of the Property (whether
based on a sale, change in ownership or refinancing of the Property or
otherwise), increases in the tax rates, reduction or elimination of any
rollbacks or other deductions available under current law, scheduled reductions
of any tax abatement, as a result of the elimination, invalidity or withdrawal
of any tax abatement, or for any other cause whatsoever. Notwithstanding the
foregoing, if any Taxes shall be paid based on assessments or bills by a
governmental or municipal authority using a fiscal year other than a calendar
year, Landlord may elect to average the assessments or bills for the subject
calendar year, based on the number of months of such calendar year included in
each such assessment or bill.

            (i) Notwithstanding anything to the contrary contained in this
      Lease, in the event that after the date of this Lease, and prior to the
      expiration of the initial Term of this Lease, any sale, refinancing, long
      term ground lease, reorganization of Landlord or change in ownership of
      the Real Property is consummated, and as a result thereof, and to the
      extent that in connection therewith, or for any other reason, the Real
      Property is reassessed (the "Reassessment") for real estate tax purposes
      by the appropriate governmental authority pursuant to the terms of
      Proposition 13 (as adopted by the voters of the State of California in the
      June, 1978 election), then the terms of this Section 25(N)(i) shall apply.

                        (a) For purposes of this Section, the term "Tax
            Increase" shall mean that portion of the Taxes, as calculated
            immediately following the Reassessment, which is attributable solely
            to the Reassessment. Accordingly, the term Tax Increase shall not
            include any portion of the Taxes, as calculated immediately
            following the Reassessment, which (i) is attributable to assessments
            pending immediately prior to the Reassessment, which assessments
            were conducted during, and included in, such Reassessment, or which
            assessments were otherwise rendered unnecessary following the


                                    Page 36

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   37
            Reassessment, or (ii) is attributable to the annual inflationary
            increase to real estate taxes.

                        (b) During the entire initial Term of this Lease, Tenant
            shall not be obligated to pay any portion of the Tax Increase
            relating to the first Reassessment occurring after the date of this
            Lease.

                        (c) With respect to any Reassessment occurring within
            three (3) years of the first Reassessment (but prior to the
            expiration of the initial Term), Tenant shall be responsible for and
            shall pay fifty percent (50%) of Tenant's Prorata Share of the Tax
            Increase during the remainder of the initial Term.

                        (d) With respect to any Reassessment occurring after
            three (3) years from the date of the first Reassessment, Tenant
            shall be responsible for and shall pay one hundred percent (100%) of
            Tenant's Prorata Share of the Tax Increase.

                        (e) This Section 25(N)(i) shall not be applicable during
            any option term.

      (O) "Tenant's Prorata Share" of Taxes and Operating Expenses shall be the
rentable area of the Premises divided by the rentable area of the Property on
the last day of the calendar year for which Taxes or Operating Expenses are
being determined, excluding any parking facilities. Tenant acknowledges that the
"rentable area of the Premises" under this Lease includes the usable area per
BOMA standards, without deduction for columns or projections, multiplied by a
load or conversion factor, to reflect a share of certain areas, which may
include lobbies, corridors, mechanical, utility, janitorial, boiler and service
rooms and closets, restrooms, and other public, common and service areas. Except
as provided expressly to the contrary herein, the "rentable area of the
Property" shall include all rentable area of all space leased or available for
lease at the Property, which Landlord may reasonably re-determine from time to
time, to reflect re-configurations, additions or modifications to the Property.
If the Property or any development of which it is a part, shall contain
non-office uses, Landlord shall have the right to determine in accordance with
sound accounting and management principles, Tenant's Prorata Share of Taxes and
Operating Expenses for only the office portion of the Property or of such
development, in which event, Tenant's Prorata Share shall be based on the ratio
of the rentable area of the Premises to the rentable area of such office
portion. Similarly, if the Property shall contain tenants who do not participate
in all or certain categories of Taxes or Operating Expenses on a pro rata basis,
Landlord shall exclude the amount of Taxes or Operating Expenses, or such
categories of the same, as the case may be, attributable to such tenants, and
exclude the rentable area of their premises, in computing Tenant's Prorata
Share, but Landlord shall not be required to make any such exclusion except to
the extent that failure to do so would result in Landlord's being entitled to
collect more than 100% of its costs as to such categories of Taxes or Operating
Expenses, taking into account the gross up provisions of Section 25 I of this
Lease.


                                    Page 37

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   38
                                   ARTICLE 26

                      CONVEYANCE BY LANDLORD AND LIABILITY

      In case Landlord or any successor owner of the Property or the Building
shall convey or otherwise dispose of any portion thereof in which the Premises
are located, to another Person (and nothing herein shall be construed to
restrict or prevent such conveyance or disposition), such other Person shall
thereupon be and become landlord hereunder and shall be deemed to have fully
assumed and be liable for all obligations of this Lease to be performed by
Landlord which first arise after the date of conveyance, including the return of
any Security Deposit, and Tenant shall attorn to such other Person, and Landlord
or such successor owner shall, from and after the date of conveyance, be free of
all liabilities and obligations hereunder not then incurred. The liability of
Landlord to Tenant for any default by Landlord under this Lease or arising in
connection herewith or with Landlord's operation, management, leasing, repair,
renovation, alteration, or any other matter relating to the Property or the
Premises, shall be limited to the interest of Landlord in the Property (and the
rental proceeds thereof). Tenant agrees to look solely to Landlord's interest in
the Property (and the rental proceeds thereof) for the recovery of any judgment
against Landlord, and Landlord shall not be personally liable for any such
judgment or deficiency after execution thereon. The limitations of liability
contained in this Article shall apply equally and inure to the benefit of
Landlord's present and future partners, members, beneficiaries, officers,
directors, trustees, shareholders, agents and employees, and their respective
partners, heirs, successors and assigns. Under no circumstances shall any
present or future general or limited partner of Landlord (if Landlord is a
partnership), or any present or future member (if Landlord is a limited
liability company), or trustee or beneficiary (if Landlord or any partner of
Landlord is a trust) have any liability for the performance of Landlord's
obligations under this Lease. Notwithstanding the foregoing to the contrary,
Landlord shall have personal liability for insured claims, beyond Landlord's
interest in the Property (and rental proceeds thereof), to the extent of
Landlord's liability insurance coverage available for such claims.


                                    Page 38

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   39
                                   ARTICLE 27

                                 INDEMNIFICATION

      Except to the extent arising from the intentional misconduct or negligent
acts of Landlord or Landlord's agents or employees, or contractors, Tenant shall
defend, indemnify and hold harmless Landlord from and against any and all
claims, demands, liabilities, damages, judgments, orders, decrees, actions,
proceedings, fines, penalties, costs and expenses, including without limitation,
court costs and reasonable attorneys' fees arising from or relating to any loss
of life, damage or injury to person, property or business occurring in or from
the Premises, or caused by or in connection with any violation of this Lease or
use of the Premises or Property by Tenant, any other occupant of the Premises,
or any of their respective agents, employees or contractors. Without limiting
the generality of the foregoing, Tenant specifically acknowledges that the
indemnity undertaking herein shall apply to claims in connection with or arising
out of any "Work" as described in Article 8, the installation, maintenance, use
or removal of any "Lines" located in or serving the Premises as described in
Article 29, and the transportation, use, storage, maintenance, generation,
manufacturing, handling, disposal, release or discharge of any "Hazardous
Material" as described in Article 30 (whether or not any of such matters shall
have been theretofore approved by Landlord), except to the extent that any of
the same arises from the intentional misconduct or negligent acts of Landlord or
Landlord's agents or employees or contractors.

                                   ARTICLE 28

               SAFETY AND SECURITY DEVICES, SERVICES AND PROGRAMS

      The parties acknowledge that safety and security devices, services and
programs provided by Landlord, if any, while intended to deter crime and ensure
safety, may not in given instances prevent theft or other criminal acts, or
ensure safety of persons or property. The risk that any safety or security
device, service or program may not be effective, or may malfunction, or be
circumvented by a criminal, is assumed by Tenant with respect to Tenant's
property and interests, and Tenant shall obtain insurance coverage to the extent
Tenant desires protection against such criminal acts and other losses, as
further described in Article 11. Tenant agrees to cooperate, at no cost to
Tenant, in any reasonable safety or security program developed by Landlord or
required by Law.

                                    Page 39

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   40
                                   ARTICLE 29

                        COMMUNICATIONS AND COMPUTER LINES

      Tenant may install, maintain, replace, remove or use any communications or
computer wires, cables and related devices (collectively the "Lines") at the
Property in or serving the Premises, provided: (a) Tenant shall obtain
Landlord's prior written consent, use an experienced and qualified contractor
approved in writing by Landlord, and comply with all of the other provisions of
Article 8, (b) any such installation, maintenance, replacement, removal or use
shall comply with all laws applicable thereto and good work practices, and shall
not interfere with the use of any then existing Lines at the Property, (c) an
acceptable number of spare Lines and space for additional Lines shall be
maintained for existing and future occupants of the Property, as determined in
Landlord's reasonable opinion, (d) if Tenant at any time uses any equipment that
may create an electromagnetic field exceeding the normal insulation ratings of
ordinary twisted pair riser cable or cause a radiation higher than normal
background radiation, the Lines therefor (including riser cables) shall be
appropriately insulated to prevent such excessive electromagnetic fields or
radiation, (e) as a condition to permitting the installation of new Lines,
Landlord may require that Tenant remove existing Lines of prior tenants located
in or serving the Premises, (f) Tenant's rights shall be subject to the rights
of any regulated telephone company, and (g) Tenant shall pay all costs in
connection therewith. Landlord reserves the right to require that Tenant remove
any Lines located in or serving the Premises which are installed in violation of
these provisions, or which are at any time in violation of any Laws or represent
a dangerous or potentially dangerous condition (whether such Lines were
installed by Tenant or any other party), within three (3) days after written
notice. Landlord hereby consents to the installation by Tenant, at Tenant's sole
cost and expense, in accordance with the foregoing provisions and in accordance
with the terms and conditions relating to the work performed by Tenant pursuant
to the Work Agreement, within six (6) months after the Commencement Date, a four
inch conduit for its Lines in the existing telephone closet riser or otherwise
in the Building core (the precise location to be as specified by Landlord).
Tenant's work in connection with its installation of such conduit shall include
compliance with any and all applicable laws and governmental requirements
relating to asbestos in a manner that will be subject to Landlord's prior
written approval.

      Landlord may (but shall not have the obligation to): (i) install new Lines
at the Property (ii) create additional space for Lines at the Property, and
(iii) reasonably direct, monitor and/or supervise the installation, maintenance,
replacement and removal of, the allocation and periodic re-allocation of
available space (if any) for, and the allocation of excess capacity (if any) on,
any Lines now or hereafter installed at the Property by Landlord, Tenant or any
other party (but Landlord shall have no right to monitor or control the
information transmitted through such Lines). Such rights shall not be in
limitation of other rights that may the available to Landlord by Law or
otherwise. If Landlord exercises any such rights, Landlord may charge Tenant for
the costs attributable to Tenant, or may include those costs and all other costs
in Operating Expenses under Article 25 (including without limitation, costs for
acquiring and installing Lines and risers to accommodate new Lines and spare
Lines, any associated computerized


                                    Page 40

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   41
system and software for maintaining records of Line connections, and the fees of
any consulting engineers and other experts); provided, any capital expenditures
included in Operating Expenses hereunder shall be amortized (together with
reasonable finance charges) over the period of time prescribed by Article 25.

      If Tenant violates any other provision of this Article, Landlord may,
after twenty (20) days' written notice to Tenant, remedy such other violation,
at Tenant's expense (without limiting Landlord's other remedies available under
this Lease or applicable Law). Tenant shall not, without the prior written
consent of Landlord in each instance, grant to any third party a security
interest or lien in or on the Lines, and any such security interest or lien
granted without Landlord's written consent shall be null and void. Except to the
extent arising from the intentional or negligent acts of Landlord or Landlord's
agents, employees, or contractors, Landlord shall have no liability for damages
arising from, and Landlord does not warrant that the Tenant's use of any Lines
will be free from the following (collectively called "Line Problems"): (x) any
eavesdropping or wire-tapping by unauthorized parties, (y) any failure of any
Lines to satisfy Tenant's requirements, or (z) any shortages, failures,
variations, interruptions, disconnections, loss or damage caused by the
installation, maintenance, replacement, use or removal of Lines by or for other
tenants or occupants at the Property, by any failure of the environmental
conditions or the power supply for the Property to conform to any requirements
for the Lines or any associated equipment, or any other problems associated with
any Lines by any other cause. Under no circumstances shall any Line Problems be
deemed an actual or constructive eviction of Tenant, or relieve Tenant from
performance of Tenant's obligations under this Lease, and Tenant shall only be
entitled to abatement of Rent to the extent Landlord receives insurance proceeds
in connection with Tenant's Line Problems under Landlord's rent interruption
insurance. Landlord in no event shall be liable for damages by reason of loss of
profits, business interruption or other consequential damage arising from any
Line Problems.


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                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   42
                                   ARTICLE 30

                               HAZARDOUS MATERIALS

      Tenant shall not transport, use, store, maintain, generate, manufacture,
handle, dispose, release or discharge any "Hazardous Material" (as defined
below) upon or about the Property, nor permit Tenant's employees, agents,
contractors, and other occupants of the Premises to engage in such activities
upon or about the Property. However, the foregoing provisions shall not prohibit
the transportation to and from, and use, storage, maintenance and handling
within, the Premises of substances customarily used in offices (or such other
business or activity expressly permitted to be undertaken in the Premises under
Article 6), provided: (a) such substances shall be used and maintained only in
such quantities as are reasonably necessary for such permitted use of the
Premises, strictly in accordance with applicable Law and the manufacturers'
instructions therefor, (b) such substances shall not be disposed of, released or
discharged on the Property, and shall be transported to and from the Premises in
compliance with all applicable Laws, and as Landlord shall reasonably require,
(c) if any applicable Law or Landlord's trash removal contractor requires that
any such substances be disposed of separately from ordinary trash, Tenant shall
make arrangements at Tenant's expense for such disposal directly with a
qualified and licensed disposal company at a lawful disposal site (subject to
scheduling and approval by Landlord), and shall ensure that disposal occurs
frequently enough to prevent unnecessary storage of such substances in the
Premises, and (d) any remaining such substances shall be completely, properly
and lawfully removed from the Property upon expiration or earlier termination of
this Lease.

      Tenant shall promptly notify Landlord of: (i) any enforcement, cleanup or
other regulatory action taken or threatened by any governmental or regulatory
authority with respect to the presence of any Hazardous Material on the Premises
or the migration thereof from or to other property, (ii) any demands or claims
made or threatened by any party against Tenant or the Premises relating to any
loss or injury resulting from any Hazardous Material, (iii) any release,
discharge or non-routine, improper or unlawful disposal or transportation of any
Hazardous Material on or from the Premises, and (iv) any matters where Tenant is
required by Law to give a notice to any governmental or regulatory authority
respecting any Hazardous Material on the Premises. Landlord shall have the right
(but not the obligation) to join and participate, as a party, in any legal
proceedings or actions affecting the Premises initiated in connection with any
environmental, health or safety Law. At such times as Landlord may reasonably
request, Tenant shall provide Landlord with a written list identifying any
Hazardous Material then used, stored, or maintained upon the Premises, the use
and approximate quantity of each such material, a copy of any material safety
data sheet ("MSDS") issued by the manufacturer thereof, written information
concerning the removal, transportation and disposal of the same, and such other
information as Landlord may reasonably require or as may be required by Law;
provided, however, that except to the extent required by law, provided that
Tenant complies with (a) through (d) of the immediately preceding paragraph,
Tenant need not identify Hazardous Material customarily used in offices and held
in quantities customarily held in offices. The term "Hazardous Material" for
purposes hereof shall mean any chemical, substance, material or waste or
component thereof which is now or hereafter listed, defined or regulated as a
hazardous or


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                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   43
toxic chemical, substance, material or waste or component thereof by any
federal, state or local governing or regulatory body having jurisdiction, or
which would trigger any employee or community "right-to-know" requirements
adopted by any such body, or for which any such body has adopted any
requirements for the preparation or distribution of an MSDS.

      If any Hazardous Material is released, discharged or disposed of by Tenant
or any other occupant of the Premises, or their employees, agents or
contractors, on or about the Property in violation of the foregoing provisions,
Tenant shall immediately, properly and in compliance with applicable Laws clean
up and remove the Hazardous Material from the Property and any other affected
property and clean or replace any affected personal property (whether or not
owned by Landlord), at Tenant's expense. Such clean up and removal work shall be
subject to Landlord's prior written approval (except in emergencies), and shall
include, without limitation, any testing, investigation, and the preparation and
implementation of any remedial action plan required by any governmental body
having jurisdiction or reasonably required by Landlord. If Tenant shall fail to
comply with the provisions of this Article within five (5) days after written
notice by Landlord, or such shorter time as may be required by Law or in order
to minimize any hazard to Persons or property, Landlord may (but shall not be
obligated to) arrange for such compliance directly or as Tenant's agent through
contractors or other parties selected by Landlord, at Tenant's expense (without
limiting Landlord's other remedies under this Lease or applicable Law). If any
Hazardous Material is released, discharged or disposed of on or about the
Property and such release, discharge or disposal is not caused by Tenant or
other occupants of the Premises, or their employees, agents or contractors, such
release, discharge or disposal shall be deemed casualty damage under Article 10
to the extent that the Premises or common areas serving the Premises are
affected thereby; in such case, Landlord and Tenant shall have the obligations
and rights respecting such casualty damage provided under Article 10.

      Landlord shall promptly notify Tenant after Landlord has received notice
of: (1) any enforcement, cleanup or other regulatory action taken or threatened
by any governmental or regulatory authority with respect to the presence of any
Hazardous Material on or affecting the Premises or the Property involving a
material health risk for occupants of the Premises, (ii) any discharge or
nonroutine, improper or unlawful disposal or transportation of any Hazardous
Material affecting the Premises or the Property involving a material health risk
for occupants of the Premises, and (iii) any matters where Landlord is required
by Law or by a governmental or regulatory agency to give a notice to Tenant
respecting Hazardous Materials at the Property or which involve a material
health risk for occupants of the Premises.

                                   ARTICLE 31

                                  MISCELLANEOUS

      (A) Each of the terms and provisions of this Lease shall be binding upon
and inure to the benefit of the parties hereto, their respective heirs,
executors, administrators, guardians, custodians, successors and assigns,
subject to the provisions of Article 21 respecting Transfers.


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                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   44
      (B) Neither this Lease nor any memorandum of lease or short form lease
shall be recorded by Tenant.

      (C) This Lease shall be construed in accordance with the Laws of the state
in which the Property is located.

      (D) All obligations or rights of either party arising during or
attributable to the period ending upon expiration or earlier termination of this
Lease shall survive such expiration or earlier termination.

      (E) Landlord agrees that, if Tenant timely pays the Rent and performs the
terms and provisions hereunder, and subject to all other terms and provisions of
this Lease, Tenant shall hold and enjoy the Premises during the Term, free of
lawful claims by any Person acting by or through Landlord.

      (F) This Lease does not grant any legal rights to "light and air" outside
the Premises nor any particular view or cityscape visible from the Premises nor
any right to be free of inconvenience attributable to street or sidewalk
improvement or repair.

      (G) Tenant shall have the right to place the firm's name, the name of each
of Tenant's professionals and any other employees, and the name(s) of any
subtenants and their professionals and employees, on the Building directory
board in the lobby of the Building and any other directory which may be a part
of the complex, not to exceed 1.5 names per 1,000 rentable square feet of space
leased. Tenant shall have the right to install at Tenant's expense, subject to
the Rules attached hereto as Rider One, signage in the elevator lobby area of
the Premises identifying Tenant's firm name.

                                   ARTICLE 32

                                  STORAGE SPACE

      Landlord hereby grants to Tenant a license to use that certain storage
space in the basement of the Building more precisely shown on Exhibit A-3
attached hereto and made a part hereof ("Storage Space") consisting of
approximately 3,050 rentable square feet. The term of such license shall
commence on the Commencement Date or any earlier date specified in a notice from
Tenant to Landlord and shall continue for ten (10) years after the Commencement
Date or until such earlier time as this Lease shall terminate or Tenant shall
vacate the Premises or the Storage Space. During the term of this license,
Tenant shall pay Landlord a monthly fee of $1.25 per rentable square foot
($3,812.50 per month), on or before the first day of each calendar month during
such term. Any initial or final partial month shall be prorated. Tenant may
reduce the amount of the Storage Space by at least 30 days prior written notice
to Landlord, which reduction shall be effective as of the last day of a calendar
month, as designated in the notice. Any additional storage space which Tenant
desires to occupy (including but not limited to storage space originally subject
to the license but then eliminated therefrom pursuant to a reduction notice, as
set forth in the immediately preceding sentence), shall be subject to
availability, as reasonably determined by Landlord, and if the space requested
by Tenant is not configured as required by Tenant, Tenant shall pay all
reasonable costs of reconfiguring


                                    Page 44

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   45
such space.

      Tenant shall use the Storage Space for purposes of storing equipment,
inventory or other items normally used in Tenant's business. All items stored in
the Storage Space shall be elevated at least six inches (6") above the floor on
wooden pallets, and shall be at least eighteen inches (18") below the bottom of
all sprinklers located in the ceiling of the Storage Space, if any. Any boxes
shall not be stacked more than 7 feet high. Tenant shall not store anything in
the Storage Space which is unsafe or which otherwise may create a hazardous
condition, or which may increase Landlord's insurance rates, or cause a
cancellation or modification of Landlord's insurance coverage. Without
limitation, Tenant shall not store any flammable, combustible or explosive
fluid, chemical or substance nor any perishable food or beverage products,
except with Landlord's prior written approval. Landlord reserves the right to
adopt and enforce reasonable rules and regulations governing the use of the
Storage Space from time to time. Tenant shall properly and at all times comply
with all applicable ordinances, rules, regulations, codes, laws, statutes and
requirements of all federal, state, county and municipal governmental bodies or
their subdivisions respecting the use of the Storage Space.

      Tenant shall not, without the prior written consent of Landlord, assign,
mortgage, pledge, hypothecate, encumber or permit any liens to attach to, or
otherwise transfer, the Storage Space or any interest therein, by operation of
law or otherwise, nor sublet the Storage Space, nor permit the use thereof by
any parties other than Tenant and its employees. Any such transfer without
Landlord's prior written consent shall, at Landlord's option, be null, void and
of no effect. Landlord agrees not to unreasonably withhold consent to any such
transfer if it is made in connection with a Transfer pursuant to Article 21 of
this Lease, and the Storage Space shall be deemed assigned to any assignee of
Tenant's entire interest in this Lease pursuant to such Article 21, and such
assignee shall be deemed to have assumed all obligations with respect thereto,
but Tenant shall not be released from any such obligations.

      Landlord may, at its option, upon at least 30 days' advance written notice
to Tenant, change the Storage Space hereunder to other storage space at the
Property comparable to the Storage Space herein. Tenant agrees to accept the
Storage Space "as is", and Landlord shall have no obligation to maintain or
repair the same. Tenant shall extend all of its insurance policies required
under this Lease to include the Storage Space, and the property to be located
therein. Upon request, Tenant shall provide Landlord with certificates or other
satisfactory evidence of such insurance. Landlord shall have no liability
whatsoever for any damage to property or any other items located in the Storage
Space, nor for any personal injuries or death arising out of any matter relating
to the Storage Space, and in all events, Tenant agrees to look first to its
insurance carrier for payment of any losses sustained in connection with
Tenant's use of the Storage Space. More particularly, but without limitation,
Landlord shall have no liability for loss of or damage to any property by theft,
vandalism, fire, explosion, falling plaster, steam, gas, electricity, water,
rain, bursting of pipes, seepage, dampness, or any other cause. Tenant hereby
waives on behalf of its insurance carriers all rights of subrogation against
Landlord and its agents. If Tenant shall default under this Article 32,


                                    Page 45

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   46
Landlord shall have the right to cancel this Storage Space license on ten (10)
days' written notice, unless within such ten (10) day period, Tenant cures such
default. Such cancellation right shall be cumulative and in addition to any
other rights or remedies available to Landlord at law or equity, or provided
under this Lease.

                                   ARTICLE 33

                                     NOTICES

      Except as expressly provided to the contrary in this Lease, every notice
or other communication to be given by either party to the other with respect
hereto or to the Premises or Property, shall be in writing and shall not be
effective for any purpose unless the same shall be served personally or by
national air courier service, or United States certified mail, return receipt
requested, postage prepaid, addressed, if to Tenant, prior to Commencement Date,
9441 W. Olympic Blvd. Beverly Hills, CA 90212-4541, Attn: Carol Crovisier and
after the Commencement Date, 1888 Century Park East, 8th floor, Los Angeles, CA
90067, Attn: Carol Crovisier and if to Landlord, at the address at which the
last payment of Rent was required to be made and to 900 North Michigan Avenue,
Chicago, Illinois 60611, Attn; Douglas Welker, or such other address or
addresses as Tenant or Landlord may from time to time designate by notice given
as above provided. Every notice or other communication hereunder shall be deemed
to have been given as of the third business day following the date of such
mailing (or as of any earlier date evidenced by a receipt from such national air
courier service or United States Postal Service) or immediately if personally
delivered. Notices not sent in accordance with the foregoing shall be of no
force or effect until received by the foregoing parties at such addresses
required herein.

                                   ARTICLE 34

                               REAL ESTATE BROKERS

      Landlord and Tenant each represents to the other that other than
Industrial Commercial Properties (whose commission shall be paid by Landlord
pursuant to a separate agreement) no broker, agent or finder negotiated or was
instrumental in negotiating or consummating this Lease and each party agrees to
indemnify and hold the other harmless from all damages, judgments, liabilities
and expenses (including reasonable attorneys' fees) arising from any claims or
demands of any other broker, agent or finder with whom such party has dealt for
any commission or fee alleged to be due in connection with its participation in
the procurement of Tenant or the negotiation with Tenant of this Lease.

                                   ARTICLE 35

                                SECURITY DEPOSIT

      Tenant shall provide or cause to be provided to Landlord with either (i)
an unconditional, clean, irrevocable letter of credit from Union Bank of
California, or an equivalent bank (the "L-C"), or (ii) a third party custody
account (the "Account") (provided that Landlord's ability to draw against the
Account is unilateral


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                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   47
and functions in the in the same manner as a letter of credit), in the amount of
$1,250,000 (in total, the "Security Deposit"), on or before Landlord's delivery
of the Premises to Tenant for Tenant's construction. At Landlord's option, the
provision to Landlord of such Security Deposit shall be condition precedent to
Landlord's obligation to deliver the Premises (in addition to and not in lieu of
Landlord's other rights and remedies in the event of Tenant's failure to provide
the Security Deposit at such time). The L-C shall be issued by a money center
bank reasonably acceptable to Landlord that accepts deposits, maintains
accounts, has a local Los Angeles office that will negotiate a letter of credit
and whose qualifying deposits are insured by the FDIC. The L-C shall be
reasonably acceptable to Landlord and shall be in a form and content as set
forth in Exhibit "C", attached hereto. The Account shall be set up in a money
center bank approved by Landlord that accepts deposits, maintains accounts, and
has a local Los Angeles office whose qualifying deposits are insured by the FDIC
(such institution shall hereinafter be referred to as the "Holder"). The Account
shall be registered solely in the name of Landlord and any interest thereon
actually received by Landlord from Holder over and above the amount then
required for the Security Deposit under this Lease shall be paid by Landlord to
Tenant. Tenant shall pay all points and/or fees incurred by Tenant in obtaining
the L-C or setting up and maintaining the Account. The Security Deposit shall
serve as security for the prompt, full and faithful performance by Tenant of the
terms and provisions of this Lease. The Security Deposit shall not be mortgaged,
assigned or encumbered in any manner whatsoever by Tenant without the prior
written consent of Landlord. In the event that Tenant is in Default hereunder,
or in the event that Tenant owes any amounts to Landlord upon the expiration of
this Lease, or if Tenant fails to renew the L-C at least thirty (30) days before
its expiration, Landlord may draw upon all or any portion of the L-C or the
Account for the payment of Tenant's obligations hereunder. Any amount of the L-C
or the Account which is drawn upon by Landlord, but is not used or applied by
Landlord, shall be held by Landlord and deemed a security deposit. The use or
application of the Security Deposit or any portion thereof shall not prevent
Landlord from exercising any other right or remedy provided hereunder or under
any Law and shall not be construed as liquidated damages. In the event the
Security Deposit is reduced by such use or application, Tenant shall, within ten
(10) days after written notice, either (i) deposit cash with Landlord in an
amount sufficient to restore the amount of the Security Deposit then required
under the lease or (ii) reinstate the L-C or the Account to the amount of the
Security Deposit then required under the lease. If Tenant is not then in Default
under this Lease, the sum of the L-C or the Account, and thereby the Security
Deposit, shall be reduced by $333,333.00 on the first, second and third
anniversary of the Commencement Date. The balance of the L-C or the Account
remaining after the end of the third (3rd) year of the Lease Term shall be
$250,000.00, and shall remain active and in effect until the expiration of the
Lease Term, as such Term may be extended. Any remaining portion of the Security
Deposit shall be returned to Tenant within sixty (60) days after the Tenant has
vacated the Premises in accordance with Article 13. If the Premises shall be
expanded at any time, or if the Term shall be extended at an increased rate of
Rent, the L-C or the Account and the Security Deposit shall thereupon be
proportionally increased.


                                    Page 47

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   48
                                   ARTICLE 36

                                      SIGNS

      Tenant shall have the right to construct and install, subject to all
applicable governmental approvals, an exclusive monument sign structure (the
"Monument") at 1888 Century Park East on either the south side or the north side
of the entrance to 1888 Century Park East (to be decided on or before July 1,
1999 by notice to Landlord). The size, style and type of the monument and
signage lettering shall be similar to that shown on the plan delivered to
Landlord by letter dated July 14, 1998. The final plans for the Monument and
signage lettering shall be reviewed and approved by Landlord and Landlord's sign
designer, Paul Hirschfield prior to installation, and in any event shall be
consistent with Landlord's existing monument signs in terms of material, design
style and overall quality, and shall comply with all applicable laws,
regulations, ordinances and governmental requirements.

      The Monument shall be the sole responsibility of Tenant and Tenant shall
bear all costs associated with the Monument, including, without limitation: (i)
the cost of reconstructing the existing sign to the left side of the entrance in
a manner satisfactory to Landlord, should Tenant elect to place its sign on the
right side, (ii) the cost to install the Monument, (iii) the cost to construct,
design and finish the Monument, and (iv) the cost to maintain the Monument in a
first class fashion. However, Landlord shall be responsible for all costs
associated with bringing electrical power to the Monument's planter and shall,
prior to or promptly after installation of the sign, remove landscaping which
unreasonably obstructs visibility of the Monument's signage.

      Landlord shall not permit the addition of any other monument sign but
nothing contained herein shall give Tenant the right of approval over signage on
the existing monument sign (whether or not the same is relocated), and Landlord
may leave in existence the existing monument sign. No tenant of the Building
will have the right to building identity signage, whether at the top or eyebrow
level or otherwise (exclusive of retail signage substantially consistent with
Landlord's current retail signage program or reasonable variations thereof),
unless such tenant then leases and occupies one hundred thirty-five percent
(135%) or more of the rentable square feet then leased and occupied by Tenant.
Any current or future owner of the Building or any partner or member of the
entity owning the Building or any of their respective affiliates (the "Owner"),
whether or not the Owner is also a tenant of the Building and regardless of the
area the Owner occupies, may, without Tenant's consent, place its name in one
(1) or more locations on the Building. However, (i) no tenant of the Building,
and no subsequent Owner of the Building, whether or not such Owner is also a
tenant of the Building, may erect any such signage if the same would (x)
identify Norcal Mutual Insurance Company, The Doctors' Company, Medical
Insurance Exchange of California, CNA Insurance Companies, Freemont Indemnity
Company, Cooperative of American Physicians/Mutual Protection Trust, Farmers
Group, Inc. or MMI Companies, Inc., or any other entity (including a division of
the aforesaid entities) which offers, as a material portion of its business
relative to the size of the business of Tenant, professional liability insurance
to healthcare professionals or providers; (y) identify CIGNA, WellPoint Health
Network Inc.,


                                    Page 48

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   49
Pacific Care Health Systems or any other entity (including a division of the
aforesaid entities) primarily engaged in the business of providing healthcare
services which in the normal course of its business, contests claims against
insureds of Tenant; or (z) would otherwise be clearly inappropriate or
materially and adversely affect the reputation of the Building; and (ii) no
tenant of the Building, other than a subsequent Owner of the Building who is
also a tenant of the Building, may erect any such signage if the same would
identify any other company engaged in the insurance business to a substantial
degree relative to the size of the business of Tenant.

      The above referenced signage rights are personal to Tenant; provided,
however, that (i) if Tenant assigns its entire interest in and to the Lease for
the remainder of the Term or transfers its corporate ownership to another entity
pursuant to Article 21 of this Lease, such entity shall enjoy Tenant's rights,
subject to Landlord's reasonable approval (it being understood and agreed that
Landlord shall have the right, acting reasonably, to approve an assignee but
disapprove transfer of Tenant's signage rights) and any approval rights held by
Sullivan & Cromwell, its successors and assigns as a tenant in the Building;
(ii) Tenant shall be entitled to monument signage only as long as it continues
to lease the entire Premises and occupies one full floor or more; and (iii)
Tenant shall have the rights set forth above to restrict building identity
signage only as long as it continues to lease the entire Premises and occupies
two full floors or more. Further, subject to the limitations set forth in the
immediately preceding sentence, and subject to Landlord's reasonable approval
and any approval rights held by Sullivan & Cromwell, its successors and assigns
as a tenant in the Building, Tenant shall have the right to place one
subtenant's name on the Monument, if such subtenant occupies at least two
floors.

      Tenant's remedy in the event of a default by Landlord under this Article
shall be limited to specific performance.

                                   ARTICLE 37

                                ENTIRE AGREEMENT

      This Lease, together with Rider One (Rules), the Asbestos Lease Rider,
Exhibits A-1 (Floor Plans of Premises), A-2 (Floor Plan of 5th Floor First
Opportunity Space), A-3 (Storage Space), B (Agreement of Subordination,
Non-Disturbance and Attornment) and C (Form of Letter of Credit), and the
documents captioned "Work Letter Agreement" and "Parking Agreement" (WHICH
COLLECTIVELY ARE HEREBY INCORPORATED WHERE REFERRED TO HEREIN AND MADE A PART
HEREOF AS THOUGH FULLY SET FORTH), contains all the terms and provisions between
Landlord and Tenant relating to the matters set forth herein and no prior or
contemporaneous agreement or understanding pertaining to the same shall be of
any force or effect, except any such contemporaneous agreement specifically
referring to and modifying this Lease, signed by both parties. Without
limitation as to the generality of the foregoing, Tenant hereby acknowledges and
agrees that Landlord's leasing agents and field personnel are only authorized to
show the Premises and negotiate terms and conditions for leases subject to
Landlord's final approval, and are not authorized to make any agreements,
representations, understandings or obligations, binding upon Landlord,
respecting the condition of the Premises or Property, suitability of the same


                                    Page 49

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   50
for Tenant's business, or any other matter, and no such agreements,
representations, understandings or obligations not expressly contained herein or
in such contemporaneous agreement shall be of any force or effect. Neither this
Lease, nor any Riders or Exhibits referred to above may be modified, except in
writing signed by both parties.


                                    Page 50

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   51
WITNESSES; ATTESTATION
(TWO FOR EACH SIGNATORY
REQUIRED):

                              LANDLORD:

                              WH/WSA REALTY, L.L.C.,
                              a Delaware limited liability company

                              By:   Walton Street-1888 L.L.C.,
                                    a Delaware limited liability company

                              By:   1888 Investors, L.L.C.,
                                    a Delaware limited liability company,
                                    Manager and Member

                                    By:
                                          ------------------------------------
                                          Its: Authorized Representative

                                    By:
                                          ------------------------------------
                                          Its: Authorized Representative


                              TENANT:

                              SCPIE HOLDINGS INC.,
                              a Delaware corporation

                              By:
                                    ----------------------------------------
                                    Name:
                                    Its:

                              By:
                                    ----------------------------------------
                                    Name:
                                    Its:


                                    Page 51

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   52
                              CERTIFICATE OF TENANT

                          (IF TENANT IS A CORPORATION)

      I, _________________________, Secretary of ____________________________,
Tenant, hereby certify that the officer(s) executing the foregoing Lease on
behalf of Tenant was/were duly authorized to act in his/their capacities as
________________________ and _________________________, and his/their action(s)
are the action of Tenant.

(Corporate Seal)
                                        ----------------------------------------
                                                        Secretary


                              Certificate of Tenant


                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   53
                                    RIDER ONE

                                      RULES

      (1) On Saturdays, Sundays and Holidays, and on other days between the
hours of 6:00 P.M and 8:00 A.M. the following day, or such other hours as
Landlord shall reasonably determine from time to time, access to the Property
and/or to the passageways, entrances, exits, shipping areas, halls, corridors,
elevators or stairways and other areas in the Property may be restricted and
access gained by use of a key to the outside doors of the Property, or pursuant
to such security procedures Landlord may from time to time reasonably impose.
All such areas, and all roofs, are not for use of the general public and
Landlord shall in all cases retain the right to reasonably control and prevent
access thereto by all persons whose presence in the reasonable judgment of
Landlord shall be prejudicial to the safety, character, reputation and interests
of the Property and its tenants provided, however, that nothing herein contained
shall be construed to prevent such access to persons with whom Tenant deals in
the normal course of Tenant's business unless such persons are engaged in
activities which are illegal or violate these Rules. No Tenant and no employee
or invitee of Tenant shall enter into areas reserved for the exclusive use of
Landlord, its employees or invitees.

      (2) Tenant shall not paint, display, inscribe, maintain or affix any sign,
placard, picture, advertisement, name, notice, lettering or direction on any
part of the outside or inside of the Property, or on any part of the inside of
the Premises which can be seen from the outside of the Premises, without the
prior consent of Landlord, and then only such name or names or matter and in
such color, size, style, character and material as may be first approved by
Landlord in writing.

      (3) Tenant shall not in any manner use the name of the Property for any
purpose other than that of the business address of the Tenant, or use any
picture or likeness of the Property, in any letterheads, envelopes, circulars,
notices, advertisements, containers or wrapping material without Landlord's
express consent in writing.

      (4) Tenant shall not place anything or allow anything to be placed in the
Premises near the glass of any door, partition, wall or window which may be
unsightly from outside the Premises, and Tenant shall not place or permit to be
placed any article of any kind on any window ledge or on the exterior walls.
Blinds, shades, awnings or other forms of inside or outside window ventilators
or similar devices, shall not be placed in or about the outside windows in the
Premises except to the extent, if any, that the character, shape, color,
material and make thereof is first approved by the Landlord.

      (5) Furniture, freight and other large or heavy articles, and all other
deliveries may be brought into the Property only at times and in the manner
reasonably designated by Landlord, and always at the Tenant's sole
responsibility and risk. Landlord may impose no reasonable charges for use of
freight elevators after or before normal business hours. All damage done to the
Property by moving or maintaining such furniture, freight or articles shall be
repaired by Landlord at Tenant's expense. Landlord may inspect items brought
into the Property or Premises with respect to weight or dangerous nature.
Landlord may require that all furniture,

                              Rider One - Page 1


                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   54
equipment, cartons and similar articles removed from the Premises or the
Property be listed and a removal permit therefor first be obtained from
Landlord. Tenant shall not take or permit to be taken in or out of other
entrances or elevators of the Property, any item normally taken, or which
Landlord otherwise reasonably requires to be taken, in or out through service
doors or on freight elevators. Tenant shall not allow anything owned or
controlled by Tenant to remain in or obstruct in any way, any lobby, corridor,
sidewalk, passageway, entrance, exit, hall, stairway, shipping area, or other
such area. Tenant shall move all supplies, furniture and equipment as soon as
received directly to the Premises, and shall move all such items and waste
(other than waste customarily removed by Property employees) that are at any
time being taken from the Premises directly to the areas designated for
disposal. Any hand-carts used at the Property shall have rubber wheels.

      (6) Tenant shall not overload any floor or part thereof in the Premises,
or Property, including any public corridors or elevators therein bringing in or
removing any large or heavy articles, and Landlord may reasonably direct and
control the location of safes and all other heavy articles and require
supplementary supports at Tenant's expense of such material and dimensions as
Landlord may reasonably deem necessary to properly distribute the weight.

      (7) Tenant shall furnish to Landlord at all times keys and access cards
and codes to all locked areas other than rooms containing confidential
information, and upon termination of its tenancy, shall deliver to the Landlord
all keys and access cards and codes which have been furnished Tenant or which
the Tenant shall have had made.

      (8) If Tenant desires signal, communication, alarm or other utility or
similar service connections installed or changed, Tenant shall not install or
change the same without the prior approval of Landlord, and then only under
Landlord's direction at Tenant's expense. Tenant shall not install in the
Premises any equipment which requires more electric current than Landlord is
required to provide under this Lease, without Landlord's prior approval, and
Tenant shall ascertain from Landlord the maximum amount of load or demand for or
use of electrical current which can safely be permitted in the Premises, taking
into account the capacity of electric wiring in the Property and the Premises
and the needs of tenants of the Property, and shall not in any event connect a
greater load than such safe capacity.

      (9) Tenant shall not obtain for use upon the Premises janitor and other
similar services, except from Persons approved by the Landlord. Any Person
engaged by Tenant to provide janitor or other services shall be subject to
direction by the manager or security personnel of the Property.

      (10) The toilet rooms, urinals, wash bowls and other such apparatus shall
not be used for any purpose other than that for which they were constructed and
no foreign substance of any kind whatsoever shall be thrown therein and the
expense of any breakage, stoppage or damage resulting from the violation of this
Rule shall be borne by the tenant who, or whose employees or invitees shall have
caused it.

      (11) The Building's core janitorial closets, utility closets, telephone
closets, electrical closets and other such closets, rooms


                              Rider One - Page 2

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   55
and areas shall be used only for the purposes for which they were designed and
in the manner designated by Landlord, and may not be used by tenants, or their
contractors, agents, employees, or other parties without Landlord's prior
written consent.

      (12) Landlord reserves the right to exclude or expel from the Property any
person who, in the reasonable judgment of Landlord, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of any of these Rules. Tenant shall not at any time manufacture, sell, use or
give away, any spirituous, fermented, intoxicating or alcoholic liquors on the
Premises, nor permit any of the same to occur (except in connection with
occasional social or business events conducted in the Premises which do not
violate any laws nor bother or annoy any other tenants). Tenant shall not at any
time sell, purchase or give away, food in any form by or to any of Tenant's
agents or employees or any other parties on the Premises nor permit any of the
same to occur (other than in lunch rooms or kitchens for employees as may be
permitted or installed by Landlord, which does not, violate any Laws or
unreasonably bother or annoy any other tenant)

      (13) Tenant shall not make any room-to-room canvass to solicit business or
information or to distribute any article or material to or from other tenants or
occupants of the Property and shall not exhibit, sell or offer to sell, use,
rent or exchange any products or services in or from the Premises unless
ordinarily embraced within the Tenant's use of the Premises specified in the
Lease.

      (14) Tenant shall not waste electricity, water, heat or air conditioning
or other utilities or services, and agrees to cooperate fully with Landlord (at
no out-of-pocket cost to Tenant) to assure the most effective and energy
efficient operation of the Property and shall not allow the adjustment (except
by Landlord's authorized Property personnel) of any controls. Tenant shall not
open any windows, except that if the air circulation shall not be in operation,
windows which are openable may be opened with Landlord's consent.

      (15) Tenant shall conduct no auction, fire or "going out of business sale"
or bankruptcy sale in or from the Premises, and such prohibition shall apply to
Tenant's creditors.

      (16) Tenant shall cooperate and comply with any reasonable safety or
security programs, including fire drills and air raid drills, and the
appointment of "fire wardens" developed by Landlord for the Property, or
required by Law.

      (17) Tenant will comply with all municipal, county, state, federal or
other governmental laws, statutes, codes, regulations and other requirements,
including without limitation, environmental health, safety and police
requirements and regulations respecting the Premises, now or hereinafter in
force, at its sole cost, and will not use the Premises for any immoral purposes;
provided, however, if such compliance requires physical alterations to
substantially all of the rentable space in the Building, Landlord and not
Tenant, shall be required to perform such alterations and the costs thereof may
be included in Operating Expenses to the extent they conform to the definition
of "Operating Expenses" under Section 25(I) of the Lease.

                              Rider One - Page 3


                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   56
      (18) Tenant shall not (i) carry on any business, activity or service
except those ordinarily embraced within the permitted use of the Premises
specified in the Lease and more particularly, but without limiting the
generality of the foregoing, shall not (ii) install or operate any internal
combustion engine, boiler, machinery, refrigerating, heating (except
refrigerators or microwaves for kitchen use to the extent consistent with
practices in the Building) or air conditioning equipment in or about the
Premises, except as provided in the Work Letter or pursuant to Article 8, (iii)
use the Premises for housing, lodging or sleeping purposes or for the washing of
clothes, (iv) place any radio or television antennae other than inside of the
Premises, (v) operate or permit to be operated any musical or sound producing
instrument or device which may be heard outside the Premises, (vi) use any
source of power other than electricity, (vii) operate any electrical or other
device from which may emanate electrical or other waves which may interfere with
or impair radio, television, microwave, or other broadcasting or reception from
or in the Property or elsewhere, (viii) bring or permit any bicycle or other
vehicle, or dog (except in the company of a blind person or except where
specifically permitted) or other animal or bird in the Property, (ix) make or
permit reasonably objectionable noise or odor to emanate from the Premises, (x)
do anything in or about the Premises tending to create or maintain a nuisance or
do any act tending to injure the reputation of the Property, (xi) throw or
permit to be thrown or dropped any article from any window or other opening in
the Property, (xii) use or permit upon the Premises anything that will
invalidate or increase the rate of insurance on any policies of insurance now or
hereafter carried on the Property or violate the certificates of occupancy
issued for the Premises or the Property, (xiii) except as permitted pursuant to
Article 30 of the Lease, use the Premises for any purpose, or permit upon the
Premises anything, that may be dangerous to persons or property (including but
not limited to flammable oils, fluids, paints, chemicals, firearms or any
explosive articles or materials) nor (xiv) do or permit anything to be done upon
the Premises in any way tending to disturb any other tenant at the Property or
the occupants of neighboring property.

                              Rider One - Page 4


                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   57
                                  EXHIBIT "A-1"

                             1888 Century Park East
                       Outline of Floor Plans of Premises
                                   [Attached]



NOTE: The Premises does not include the Building's core janitorial closet, and
      the Building's core fan, electrical and telephone rooms on the floor or
      floors containing the Premises, and does not include any ceilings and
      space above the same on the floor or floors containing the Premises, nor
      does the Premises include any floors or walls on the floor or floors
      containing the Premises (with the exception of the inner surfaces thereof
      and with the further exception of any walls which are constructed solely
      to partition space within the Premises). Furthermore, Tenant shall not
      have any right of access to the foregoing areas which are excluded from
      the Premises.

                               Floors 4,6,7 and 8

                                   Exhibit A-1



                                  Exhibit "A-1"

                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   58
                                  EXHIBIT "A-2"

                             1888 Century Park East
           Outline of Floor Plan of 5th Floor First Opportunity Space
                                   [Attached]



NOTE: This First Opportunity Space does not include the Building's core
      janitorial closet, and the Building's core fan, electrical and telephone
      rooms on the floor or floors containing the Premises, and does not include
      any ceilings and space above the same on the floor or floors containing
      the Premises, nor does the Premises include any floors or walls on the
      floor or floors containing the Premises (with the exception of the inner
      surfaces thereof and with the further exception of any walls which are
      constructed solely to partition space within the Premises). Furthermore,
      Tenant shall not have any right of access to the foregoing areas which are
      excluded from the Premises.


                                     Floor 5

                                   Exhibit A-2


                                  Exhibit "A-2"


                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   59
                                  EXHIBIT "A-3"

                             1888 Century Park East
                               Storage Space plan
                                   [Attached]



                               Storage Space plan

                                   Exhibit A-3



                                  Exhibit "A-3"


                                                     1888 Century Park East
                                                          [SCPIE Holdings Lease]
<PAGE>   60
                                   EXHIBIT "B"
                                  Form of SNDA

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

MAYER, BROWN & PLATT
1675 Broadway
New York, New York  10019
Attention:  Ellyn J. Steuer, Esq.



________________________________________________________________________________
(space above reserved for record's use)


           AGREEMENT OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT

                    Dated: As of ______________________, 1998


                                  BY AND AMONG

                               [NAME OF BORROWER],
          a [TYPE OF ENTITY], having its principal place of business at
                              [____________________
                               ____________________]

                                [NAME OF LESSEE],
          a [TYPE OF ENTITY], having its principal place of business at
                              [____________________
                               ____________________]

                                       AND

                     BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK
                  AKTIENGESELLSCHAFT, ACTING BY AND THROUGH ITS
                                NEW YORK BRANCH,
                            a German chartered bank,
                                   32 Old Slip
                                Financial Square
                                   32nd Floor
                            New York, New York 10005

                             LOCATION OF PROPERTY

            Street Address:
                                    --------------------------------------------
                                    California
            County:                [                     ]
                                    ---------------------
            State:                  California
<PAGE>   61
                           AGREEMENT OF SUBORDINATION,
                         NON-DISTURBANCE AND ATTORNMENT


NOTICE: THIS AGREEMENT OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT RESULTS
IN THE LEASEHOLD ESTATE IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.

      THIS AGREEMENT is made this __ day of ___________, 1998, by and among
[BORROWER], a [TYPE OF ENTITY], having offices at [_________________]
("Lessor"), and _______________________, a ___________________, having offices
at ______________ ("Lessee"), and BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK
AKTIENGESELLSCHAFT, ACTING BY AND THROUGH ITS NEW YORK BRANCH, a German
chartered bank, having offices at 32 Old Slip, Financial Square, 32nd Floor, New
York, New York 10005, its successors and assigns or an affiliate ("Lender").

                              W I T N E S S E T H:

      WHEREAS, Lender is providing financing for the land and building located
at 1888 Century Park East, Los Angeles, California (as the same is more fully
described on Exhibit A attached hereto and made a part hereof, the ("Property");

      WHEREAS, under a certain lease (the "Lease") Lessor did lease, let, and
demise a portion of the Property (such portion of the Property is hereinafter
called the "Premises") to Lessee;

      WHEREAS, said Lease has not been further amended, supplemented or
modified; and

      WHEREAS, Lender has or will become the owner of an indebtedness secured
by, among other things, a deed of trust, made by Lessor, as trustor, for the
benefit of Lender, as beneficiary (the "Deed of Trust"), and an assignment of
Lessor's interest in the Lease for the benefit of Lender ("Assignment of
Leases");

      NOW, THEREFORE, in consideration of the covenants, terms, conditions and
agreements herein contained, and in consideration of other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:

      1. The Lease and all rights and liens created thereby shall be subject and
subordinate in all respects to the Deed of Trust and the lien created thereby,
to any advancements made thereunder, and to all renewals, modifications,
supplements, amendments, consolidations, replacements, substitutions, additions
and extensions of the Deed of Trust.

      2. So long as (i) Lessee is not in default under the Lease beyond any
applicable grace or cure period, (ii) the Lease shall have been executed by
Lessor and Lessee, (iii) Lessee or anyone claiming through or under Lease shall
be in possession of a substantial portion of the Premises, and (iv) the Lease
shall be in full force and effect, Lender hereby covenants to Lessee that if it
or any party claiming through or under it, including any purchaser at a
foreclosure sale (to the extent such third party


                                       1
<PAGE>   62
is bound by this Agreement), obtains title to the Property, either by
foreclosure or by deed in lieu of foreclosure, and thereafter obtains the right
of possession of the Premises, that the Lease will continue in full force and
effect, and Lender shall recognize the Lease and Lessee's rights thereunder;
provided, however, that Lender shall not be subject to liability if such third
party fails to comply with the terms and conditions of this agreement.

      3. Lessee agrees that from and after the date hereof in the event of any
act or omission by Lessor under the Lease which would give Lessee the right,
either immediately or after the lapse of a period of time, to terminate the
Lease, or to claim a partial or total eviction, or which would entitle Lessee to
abate any of the rent, additional rent or other sums payable under the Lease,
Lessee will not exercise any such right (a) until it has given written notice of
such act or omission to Lender by certified mail, return receipt requested, and
(b) until and unless Lender fails to remedy such act or omission within sixty
(60) days for any act or omission which can be cured by the payment of money, or
in the case of any other act or omission, as long as reasonably necessary to
remedy such act or omission, provided (i) Lender commences such remedy within
sixty (60) days, (ii) Lender pursues completion of such remedy with due
diligence following such giving of notice and completes such remedy within a
reasonable period of time, which shall include, if necessary, the time
reasonably required by Lender to enforce its rights and remedies under the Deed
of Trust or the Assignment of Leases, and (iii) Lessee's abatement rights shall
be limited to those expressly set forth in the Lease, but Lessee shall be
entitled to such abatement rights if Lender fails to remedy the act or omission
entitling Lessee to such abatement rights within the time period during which
Lessor is entitled to remedy such act or omission pursuant to the Lease (and the
cure period set forth in (i) and (ii) above shall not be applicable to such
abatement rights). It is specifically agreed that (1) notwithstanding any terms
of this Agreement to the contrary, in no event shall Lender's cure rights under
this paragraph be for a period of time less than the Lessor's cure period (if
any) under the Lease, (2) Lessee shall not, as to Lender, be entitled to require
cure of any such default which is personal to Lessor, and therefore not
susceptible of cure by Lender, and (3) no such uncured default shall entitle
Lessee to exercise any rights under the Lease with respect to Lender.

      4. That if the interests of Lessor under the Lease shall be transferred to
Lender or any nominee, designee, assignee of Lender or any purchaser at
foreclosure sale (Lender or such other party is herein referred to as "Successor
Landlord") by reason of foreclosure, deed in lieu of foreclosure, or similar
transaction, Lessee hereby covenants and agrees to make, for the benefit and
reliance of Lender, full and complete attornment to Successor Landlord as
substitute lessor and shall recognize Successor Landlord as its landlord under
the Lease upon the same terms, covenants and conditions as provided in the
Lease, except for provisions which are personal to Lessor and to the extent
otherwise set forth herein. Lessee hereby waives all joinder and/or service of
any and all foreclosure actions by Lender under the Note and Deed of Trust upon
the Property, and of any actions at law by Lender to gain possession of the
Property or any portion thereof (including, without limitation, the Premises).
It shall not he necessary, except as required by law, for Lender


                                       2
<PAGE>   63
to name Lessee as a party to enforce its rights under the Note or the Deed of
Trust, or any other instrument collateralizing the loan made by Lender to
Lessor, or to prosecute any action at law to gain possession of the Property or
any portion thereof (including, without limitation, the Premises) and, unless
required by law, Lender agrees not to name Lessee in any such proceeding. Lessee
shall promptly execute and deliver any instrument that Successor Landlord may
request in writing to evidence further said attornment, provided such Successor
Landlord recognizes the rights of Lessee under the Lease.

      5. The provisions of this Agreement shall be real covenants running with
the Property, and shall be binding upon and inure to the benefit of the
respective parties hereto and their respective heirs, executors, administrators,
beneficiaries, successors and assigns, including without limitation any
Successor Landlord.

      6. Upon any foreclosure of the Deed of Trust or other acquisition of the
Property, the Lease shall continue as a direct lease between Successor Landlord
and Lessee upon all terms, covenants and conditions thereof as are then
applicable, except that Successor Landlord shall not be:

      (a) Liable for any previous act or omission of any prior landlord
(including Lessor);

      (b) Subject to any offsets, claims, counterclaims or defenses which Lessee
might have against any landlord (including Lessor) under the Lease, except to
the extent such offset, claim or defense is attributable to a default of the
"landlord" under the Lease which occurs or is continuing after Lender or
Successor Landlord, as the case may be, obtains title to the Property, but then
only to the extent of such offset, claim or defense accruing after such title to
the Property is obtained;

      (c) Bound by any prepayment of more than one (1) month's rent or other
charges under the Lease, unless such prepayment shall have been expressly
approved in writing by Lender;

      (d) Bound by any amendment, modification, extension, expansion,
termination, cancellation or surrender of the Lease unless the same shall have
been expressly approved in writing by Lender;

      (e) Intentionally deleted;

      (f) In the event of damage to the Premises by fire or other casualty,
obligated to repair the Premises or the property or any part thereof beyond such
repair as may reasonably be accomplished from the net proceeds of insurance
actually made available to Successor Landlord, and only to the extent Lessor
would have been so obligated under the terms of the Lease;

      (g) In the event of partial condemnation, obligated to repair the Premises
or the Property or any part thereof beyond such repair as may reasonably be
accomplished from the net proceeds of any award actually made available to
Successor Landlord allocable to the part of the Premises or the Property not
taken, and only to the extent Lessor would have been so obligated under the
terms of the Lease;


                                       3
<PAGE>   64
      (h) Required to make any capital improvements to the Property or the
Premises which Lessor may have agreed to make, but had not completed, or to
perform or provide any services not related to possession or quiet enjoyment of
the Premises, except as otherwise expressly provided herein; or

      (i) Bound to refund, or liable for the refund of, all or any part of any
security deposit by Lessee with Lessor for any purpose, unless and until all
such security deposit shall have been delivered by Lessor to and actually
received by Successor Landlord. In the event of receipt of any such security
deposit, the obligations of Successor Landlord with respect thereto shall be
limited to the amount of such security deposit actually received by Successor
Landlord, and Successor Landlord shall be entitled to all rights, privileges and
benefits of Lessor set forth in the Lease with respect thereto.

      7. Lessee covenants and agrees to make rental payments according to the
terms of such Assignment of Leases upon written demand by Lender in the event of
any default (as described therein). Lessor consents to payments being so made.

      8. The attornment provided for in Paragraph 4 of this Agreement shall
inure to the benefit of any Successor Landlord (including, without limitation,
Lender), shall be self- operative, and no further instrument shall be required
to give effect to such attornment. Lessee, however, upon demand of any Successor
Landlord (including, without limitation, Lender), agrees to execute, from time
to time, instruments in confirmation of such attornment, reasonably satisfactory
to such Successor Landlord, acknowledging such attornment and setting forth the
terms and conditions of its tenancy. Nothing contained in this Paragraph 8 shall
be construed to impair any right otherwise exercisable by such Successor
Landlord.

      9. Lessor and Lessee hereby jointly and severally agree for the benefit
and reliance of Lender, as follows:

            (a) That neither this Agreement, the Assignment of Leases, nor
      anything to the contrary in the Lease, prior to Lender's acquisition of
      Lessor's interest in and possession of the Property, operate to give rise
      to or create any responsibility or liability for the control, care,
      management or repair of the Property or the Premises upon Lender, or
      impose responsibility for the carrying out by Lender of any of the
      covenants, terms and conditions of the Lease, nor shall said instruments
      operate to make Lender responsible or liable for any waste committed on
      the Property or the Premises by any party whatsoever, or for dangerous or
      defective condition of the Property or the Premises, or for any negligence
      in the management, upkeep, repair or control of the Property or the
      Premises resulting in loss, injury or death to any lessee, licensee,
      invitee, guest, employee, agent or stranger. Notwithstanding anything to
      the contrary in the Lease, Lender, its successors and assigns or a
      purchaser under the terms of the Deed of Trust, shall, subject to the
      terms of this Agreement, be responsible for performance of only those
      covenants and obligations of the Lease accruing after Lender's acquisition
      of Lessor's interest in and possession of the Property.


                                       4
<PAGE>   65
            (b) That in the event Lender obtains title to the Property and
      becomes Successor Landlord, it is agreed that Lender may assign its
      interest as Successor Landlord without notice to or the consent of any
      other party to this Agreement; provided, however, that Lender's successor
      shall assume the Successor Landlord's obligations under the Lease to the
      extent provided by the terms of this Agreement.

      10. Lessee acknowledges that it has notice that Lessor's interest under
the Lease and the rent and all other sums due thereunder have been assigned to
Lender pursuant to an Assignment of Rents and Leases ("Assignment") as part of
the security for the obligations secured by the Deed of Trust and the
Assignment. Notice from Lender to Lessee directing payment of rent and all other
sums due under the Lease shall have the same effect under the Lease as notice to
Lessee from Lessor thereunder, and Lessee agrees to be bound by such notice from
Lender notwithstanding the existence or non-existence of a default under the
Deed of Trust or the Assignment or any dispute with respect thereto between
Lessor and Lender. In the event of any inconsistency between a notice from
Lessor and a notice from Lender directing payment of rent and other sums due
under the Lease, the notice from Lender shall govern; provided, however, that
nothing contained herein shall restrict any rights of Lessor under the documents
evidencing and securing the obligations secured by the Deed of Trust and the
Assignment. Lessee shall not be in default under the Lease if Lessee delivers
payments of rent and other sums due under the Lease to Lender, notwithstanding
any dispute between Landlord and Lender which may arise as to the existence or
non-existence of a default under the Deed of Trust or the Assignment or as to
Lender's authority to notify Lessee to direct payments to Lenders.

      11. Lessee covenants and acknowledges that it has no right or option of
any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase
the Property or any portion thereof or any interest therein and to the extent
that Lessee has or hereafter acquires any such right or option, the same is
hereby acknowledged to be subject to and subordinate to the Deed of Trust and
such right to option is waived and released as against Lender in the event of
default under the Deed of Trust.

      12. Notwithstanding anything to the contrary in this Agreement or in the
Lease, in the event that Lender shall obtain title to the Property, Lender shall
have no obligation, nor incur any liability, beyond Lender's then interest, if
any, in the Property and Lessee shall look exclusively to such interest of
Lender, if any, in the Property for the payment and discharge of any obligations
imposed upon Lender under this Agreement or under the Lease. Lessee agrees that
with respect to any money judgment which may be obtained or secured by Lessee
against Lender, Lessee shall look solely to the estate or interest owned by
Lender in the Property or any portion of the Property or interest in the
Property and Lessee will not collect or attempt to collect any such judgment out
of any other assets of Lender.

      13. Any notices hereunder shall be effective upon mailing by certified
mail, return receipt requested, or delivery by Federal Express addressed to the
recipient at its address set forth in the preambles hereof or as to each party,
to such other address as the party may designate by a notice given in accordance
with the requirements contained herein and if to


                                       5
<PAGE>   66
Lender, Attention: ______________, with a copy to: Mayer, Brown & Platt, 1675
Broadway, New York, New York 10019, Attention: Ellyn J. Steuer, Esq.

      14. This instrument may be executed in multiple counterparts, all of which
shall be deemed originals and with the same effect as if all parties hereto had
signed the same document. Signature and acknowledgment pages may be detached
from the counterparts and attached to a single copy of this document to
physically form one document.

      15. This Agreement may not be modified, amended or terminated except by a
writing duly executed by the party against whom the same is sought to be
asserted. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof.

      16. This Agreement shall bind and inure to the benefit of me parties
hereto and their respective successors and assigns. The provisions of this
Agreement shall be binding upon any guarantor of Tenant's obligations under the
Lease.

      17. This Agreement shall be construed, interpreted and governed by the
laws of the State of New York without regard to principles of conflicts of law.

      18. NOTICE: THIS AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON
OBLIGATED ON YOUR LEASE TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR
PURPOSES OTHER THAN IMPROVEMENT OF THE PROPERTY.


                                       6
<PAGE>   67
      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

                                          LESSOR:

                                          [                                    ]
                                           ------------------------------------

                                          By:
                                              ----------------------------------
                                              Its:
                                                   -----------------------------


                                          LESSEE:

                                          By:
                                              ----------------------------------
                                              Its:
                                                   -----------------------------

                                          By:
                                              ----------------------------------
                                              Its:
                                                   -----------------------------

                                          LENDER:

                                          BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK
                                          AKTIENGESELLSCHAFT, acting by and
                                          through its NEW YORK BRANCH, a German
                                          chartered bank

                                          By:
                                              ----------------------------------
                                                Authorized Signatory

                                          By:
                                              ----------------------------------
                                                Authorized Signatory


                                       7
<PAGE>   68
STATE OF NEW YORK    )
                     : ss.:
COUNTY OF NEW YORK   )


      On this ___ day of __________, 1998, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at ______________________; that he/she is a/the
________________ of BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK AKTIENGESELLSCHAFT,
acting by and through its NEW YORK BRANCH, the banking corporation described in
and which executed the foregoing instrument; that he/she signed his/her name
thereto by authority of the board of directors of said banking corporation.

                                        ----------------------------------------
                                        Notary Public

      On this ___ day of __________, 1998, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at ______________________; that he/she is a/the
________________ of BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK AKTIENGESELLSCHAFT,
acting by and through its NEW YORK BRANCH, the banking corporation described in
and which executed the foregoing instrument; that he/she signed his/her name
thereto by authority of the board of directors of said banking corporation.

                                        ----------------------------------------
                                        Notary Public

      On this ___ day of ____________, 1998, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at ___________________________________________; that he/she
is a/the ______________ of ____________________________, the corporation
described in and which executed the foregoing instrument; that he/she signed
his/her name thereto by authority of the board of directors of said corporation.

                                        ----------------------------------------
                                        Notary Public

      On this ___ day of ____________, 1998, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at ___________________________________________; that he/she
is a/the ______________ of ____________________________, the corporation
described in and which executed the foregoing instrument; that he/she signed
his/her name thereto by authority of the board of directors of said corporation.

                                        ----------------------------------------
                                        Notary Public


                                       8
<PAGE>   69
STATE OF NEW YORK    )
                     : ss.:
COUNTY OF NEW YORK   )

      On this ___ day of __________, 1998, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at ______________________; that he/she is a/the
____________________ of _____________________________, the corporation described
in and which executed the foregoing instrument; that he/she signed his/her name
thereto by authority of the board of directors of said corporation.

                                        ----------------------------------------
                                        Notary Public


                                       9
<PAGE>   70
                      [TO BE USED FOR A PARTNERSHIP ENTITY]


STATE OF NEW YORK     )
                      : ss.:
COUNTY OF NEW YORK    )

      On this ___ day of __________, 1998, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at ______________________; that he/she is a/the
_________________ of _______________________________, the corporation described
in and which executed the foregoing instrument; which corporation is the general
partner of ______________, the partnership which executed the foregoing
instrument; that the execution of instruction by said corporation was duly
authorized according to Articles of Partnership; that said corporation executed
the instrument on behalf of said partnership pursuant to said authorization; and
that he/she signed his/her name thereto by authority of the board of directors
of said corporation.

                                        ----------------------------------------
                                        Notary Public


                                       10
<PAGE>   71
                                  SCHEDULE A to
                             Subordination Agreement

                          LEGAL DESCRIPTION OF THE LAND

THAT PORTION OF LOT 4 OF TRACT NO. 26196, IN THE CITY OF LOS ANGELES, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 684 PAGE 86 OF MAP
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:

PARCEL "B", AS SHOWN IN PARCEL MAP L.A. NO. 1200, FILED MAY 6, 1968 IN BOOK 12
PAGE 25 OF PARCEL MAPS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AND

PARCELS 2 AND 3, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN UPON A RECORD OF SURVEY FILED IN BOOK 81 PAGE 26 OF RECORD
OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT FROM ALL OF THE ABOVE DESCRIBED LAND, ALL MINERALS, OIL, GAS AND
HYDROCARBONS AND THE RIGHT TO EXPLORE FOR, DEVELOP, PRODUCE AND EXTRACT THE
SAME, TOGETHER WITH ALL SUBSURFACE EASEMENTS AND SUBSURFACE RIGHTS OF WAY
NECESSARY FOR DIRECTIONALLY DRILLING ON WELLS, THE SURFACE LOCATIONS OF WHICH
SHALL BE ON OTHER LANDS BUT WITHOUT RIGHT OF ENTRY UPON THE SURFACE OR UPPER 500
FEET (MEASURED FROM THE SURFACE) OF SAID LAND, AS RESERVED BY FOX REALTY
CORPORATION OF CALIFORNIA, A CORPORATION, IN DEED RECORDED APRIL 17, 1961 IN
BOOK D-1190 PAGE 104, OFFICIAL RECORDS.


                     Schedule A to Subordination Agreement
<PAGE>   72
                                   EXHIBIT "C"
                            Form of Letter of Credit

              [TO BE RECOPIED ON BANK LETTER OF CREDIT LETTERHEAD]

                                     [DATE]

WH/WSA REALTY, L.L.C.
900 North Michigan Avenue
Chicago, Illinois 60611

      RE:   IRREVOCABLE LETTER OF CREDIT NO. __________

            AMOUNT OF LETTER OF CREDIT:  $___________

            EXPIRATION DATE: _____________

Gentlemen:

      We hereby issue this Irrevocable Letter of Credit in favor of WH/WSA
REALTY, L.L.C. ("OWNER"). This letter of Credit is available against Owner's
drafts presented at sight drawn on this Bank bearing the clause:

      "Drawn under the ________________ Bank Letter of Credit Number ________"
      and accompanied by the following document:

      A written instrument (the "STATEMENT"), signed by a representative of
      Owner, certifying that the signatory is an authorized representative of
      Owner and that either one of the following two(2) events has occurred:

      (1)   SCPIE Holdings Inc. ("TENANT"), is in breach or default under a
            Lease (the "LEASE") dated as of ______ , 1998 between Owner and
            Tenant for space at 1888 Century Park East, Los Angeles, CA 90067
            (the "Property"), and Owner is entitled to draw the sum demanded in
            the accompanying sight draft; or

      (2)   This Letter of Credit is scheduled to expire in less than thirty
            (30) days from the date of this Statement and Owner has not received
            from Tenant a substitute letter of credit or an extension of this
            Letter of Credit acceptable in all respects to Owner.

      This Letter of Credit is transferable to any successor or assign of Owner
and to any person or entity holding a security interest in the Property. We
shall be entitled to rely on a certificate to such effect.

      We hereby agree with the drawers, endorsers and bona fide holders of all
sight drafts drawn in compliance with the terms and conditions of this Letter of
Credit that such sight drafts 


                                       1

                                   Exhibit "C"
<PAGE>   73

will be duly honored upon presentation and delivery of the sight draft
together with the Statement specified above and this letter of Credit, if
presented as aforesaid. Drafts and Statements will be honored provided that the
terms and conditions of this Letter of Credit are complied with.

      We hereby agree that partial drawings are permitted under this Letter of
Credit.

      We hereby agree that this Letter of Credit shall be effective as of the
date hereof and shall continue in effect until the close of business on its
expiration date.

      We agree that sight drafts drawn in compliance with the terms and
conditions of this Letter of Credit may be negotiated at any time while this
Letter of Credit remains in effect.

      The credit is subject to the Uniform Customs and Practice for Documentary
Credits (1983 revision), International Chamber of Commerce-Publication 400.

                                        Very truly yours,

                                        (Name of Bank)

                                        By:
                                               ---------------------------------
                                        Title:
                                               ---------------------------------

                                       2

                                   Exhibit "C"
<PAGE>   74
                                  OFFICE LEASE


                                 By and Between

                             WH/WSA REALTY, L.L.C.,
                      a Delaware limited liability company


                                       and


                              SCPIE HOLDINGS INC.,
                             a Delaware corporation

<PAGE>   75
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
ARTICLE 1 - PREMISES, TERM, OPTION, TERMS AND RIGHT OF FIRST
            OPPORTUNITY..................................................    1

ARTICLE 2 - BASE RENT....................................................    7

ARTICLE 3 - ADDITIONAL RENT..............................................    7

ARTICLE 4 - DELIVERY OF PREMISES.........................................   10

ARTICLE 5 - CONDITION OF PREMISES........................................   10

ARTICLE 6 - USE AND RULES................................................   11

ARTICLE 7 - SERVICES AND UTILITIES.......................................   11

ARTICLE 8 - ALTERATIONS AND LIENS........................................   14

ARTICLE 9 - REPAIRS......................................................   16

ARTICLE 10 - CASUALTY DAMAGE.............................................   16

ARTICLE 11 - INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS................   18

ARTICLE 12 - CONDEMNATION................................................   19

ARTICLE 13 - RETURN OF POSSESSION........................................   20

ARTICLE 14 - HOLDING OVER................................................   21

ARTICLE 15 - NO WAIVER...................................................   21

ARTICLE 16 - ATTORNEYS' FEES AND JURY TRIAL..............................   21

ARTICLE 17 - PERSONAL PROPERTY TAXES, RENT TAXES AND OTHER TAXES.........   22

ARTICLE 18 - REASONABLE APPROVALS........................................   22

ARTICLE 19 - SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION..........   22
</TABLE>

                                       i
<PAGE>   76

<TABLE>
<S>                                                                        <C>
ARTICLE 20 - ESTOPPEL CERTIFICATE........................................   24

ARTICLE 21 - ASSIGNMENT AND SUBLETTING...................................   24

ARTICLE 22 - RIGHTS RESERVED BY LANDLORD.................................   27

ARTICLE 23 - LANDLORD'S REMEDIES.........................................   29

ARTICLE 24 - LANDLORD'S RIGHT TO CURE....................................   32

ARTICLE 25 - CAPTIONS, DEFINITIONS AND SEVERABILITY......................   33

ARTICLE 26 - CONVEYANCE BY LANDLORD AND LIABILITY........................   41

ARTICLE 27 - INDEMNIFICATION.............................................   42

ARTICLE 28 - SAFETY AND SECURITY DEVICES, SERVICES AND PROGRAMS..........   42

ARTICLE 29 - COMMUNICATIONS AND COMPUTER LINES...........................   43

ARTICLE 30 - HAZARDOUS MATERIALS.........................................   45

ARTICLE 31 - MISCELLANEOUS...............................................   47

ARTICLE 32 - STORAGE SPACE...............................................   47

ARTICLE 33 - NOTICES.....................................................   49

ARTICLE 34 - REAL ESTATE BROKERS.........................................   50

ARTICLE 35 - SECURITY DEPOSIT............................................   50

ARTICLE 36 - SIGNS.......................................................   51

ARTICLE 37 - ENTIRE AGREEMENT............................................   53
</TABLE>


                                       ii