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                                                                    EXHIBIT 10.9


               THIRD AMENDED AND MODIFIED OFFICE LEASE AGREEMENT


      THIRD AMENDED AND MODIFIED OFFICE LEASE AGREEMENT made as of the 13th day
of September 2004 between FIRST STAMFORD PLACE L.L.C., a Delaware limited
liability company, and MERRIFIELD FIRST STAMFORD L.L.C., a Connecticut limited
liability company, each with an office c/o W&M Properties of Connecticut, Inc.,
One Station Place, Stamford, Connecticut 06902 (collectively, "Landlord"); and
ODYSSEY AMERICA REINSURANCE CORPORATION a Delaware corporation with an address
at 300 First Stamford Place, Suite __ Stamford, Connecticut 06902 ("Tenant").

                                   WITNESSETH:

      Landlord and Tenant are, respectively, the successors-in-interest to First
Stamford Place Company, as landlord, and TIG Insurance Company, as tenant, under
that certain Lease Agreement dated as of December 2, 1996, which Lease Agreement
has been amended by that certain 1ST Amendment of Office Lease dated June 6,
1997 and that certain Second Amendment of Office Lease Agreement dated as of
October 29, 1999, each between FSPC and TIG.

      Pursuant to a letter agreement dated May 3, 2001 from TIG to W&M
Properties of Connecticut, Inc., the managing agent of the Complex, TIG agreed
to remain liable under the Lease following the assignment thereof by TIG to
Tenant.

      The term of the Current Odyssey Lease expires on September 30, 2007 unless
sooner terminated pursuant to its terms or pursuant to law.

      First Stamford Place L.L.C. and Fairfax First Stamford L.L.C. purchased
the First Stamford Place Condominium and hold fee simple title thereto as
tenants in common. Such condominium was established pursuant to that certain
Declaration of Condominium recorded in Book 2527 at page 219 et seq. of the
Stamford Land Records. FFS has leased its tenancy in common interest to
Merrifield First Stamford L.L.C. pursuant to the Master Lease. Pursuant to the
Master Lease, Merrifield First Stamford L.L.C. acquired, inter alia, the rights
of FFS for the term of the Master Lease to lease (sublet) space in the Complex
and to collect rent from the space tenants thereof.

      Landlord and Tenant have agreed that until September 30, 2007, Tenant's
occupancy of the Premises (as demised under the Current Odyssey Lease) shall be
governed by the terms of the Current Odyssey Lease without regard to the terms
of this Third Amended and Modified Office Lease Agreement, (except that Articles
4, 5, 6, 8, 9, 10 and 11 shall apply from and after the date hereof), and that
from and after October 1, 2007, Tenant's occupancy of the Premises shall be
governed by the Current Odyssey Lease and all of the terms of this Third Amended
and Modified Office Lease Agreement. Landlord and Tenant desire to modify the
Current Odyssey Lease to provide for an extension of the term thereof, up to two
(2) additional renewal options for Tenant, and other matters, all as hereinafter
set forth.

      To reflect the foregoing, Landlord and Tenant now desire to execute this
Third Amended and Modified Office Lease Agreement.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, Landlord and Tenant agree, as follows:

      1. DEFINITIONS.


1.01  The following terms have the meanings specified:

      (a) "Brokers" means W&M Properties of Connecticut, Inc. and CB Richard
Ellis.

      (b) "Building Business Hours" means 7:00 a.m. to 6:00 p.m. on all days
prescribed in Section 1.3(b) of the Current Odyssey Lease.

      (c) "Contractor" means W&M Construction Corp.

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      (d) "Current Odyssey Lease" means that certain Lease Agreement between
First Stamford Place Company, as landlord, and TIG Insurance Company, as tenant,
under that certain Lease Agreement dated as of December 2, 1996, which Lease
Agreement has been amended by that certain 1 ST Amendment of Office Lease dated
June 6, 1997 and that certain Second Amendment of Office Lease Agreement dated
as of October 29, 1999, each between FSPC and TIG.

      (e) "Expansion Premises" means that portion of the five thousand (5,000)
rentable square feet (shown on Exhibit A-5 hereto) selected by Tenant to lease
pursuant to the Right of First Offer (as hereinafter provided in Article 6).

      (f) "Extension Term" has the meaning attributed to it in Section 3.01 of
this Third Amended and Modified Office Lease Agreement.

      (g) "Extension Term Commencement Date" means October 1, 2007.

      (h) "Fair Market Rental Value" means the rent that a landlord would be
willing to accept and a tenant would be willing to pay for the Premises (as then
constituted) for each year of the relevant Option Renewal Term unencumbered by
the Lease upon then customary terms for comparable premises in the Market Area,
taking into account (1) that the Premises are to be leased in their "as is"
condition, (2) that rent shall commence as of the first day of the relevant
Option Renewal Term, and (3) the actual costs incurred by Landlord in respect of
such renewal.

      (i) "FFS" means Fairfax First Stamford L.L.C.

      (j) "Final Base Rent" means the product that results from multiplying (i)
the Base Rent and all Additional Rent payable by Tenant during the last month of
the Extension Term or the first Option Renewal Term, as the case may be, by (ii)
12.

      (k) "FSP" means First Stamford Place L.L.C.

      (1) "FSPC" mean First Stamford Place Company.

      (m) "Generator Space" means that portion of the south side of the B-2
level of the parking garage serving the Complex shown on Exhibit B hereto.

      (n) "Guarantor" means Odyssey Re Holdings Corp.

      (o) "Initial Term" means the term of years for which the Premises have
been and shall be leased pursuant to the Current Odyssey Lease, expiring on
September 30, 2007.

      (p) "Landlord's Building 300 Address" Landlord's General Address.

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      (q) "Landlord's General Address" means Landlord in care of W&M Properties
of Connecticut, Inc., Metro Center, One Station Place, Stamford, Connecticut
06902.

      (r) "Landlord's Work" means the work described on Exhibit C hereto.

      (s) "Lease" means the Current Odyssey Lease as amended and modified by
this Third Amended and Modified Office Lease Agreement.

      (t) "Market Area" means the central business district of Stamford,
Connecticut, including, the Complex, the office building known as Metro Center
(located at One Station Place) and any first class office building adjacent
thereto.

      (u) "Master Lease" means that certain lease between FFS and Merrifield
First Stamford L.L.C., dated January 19, 2001, a memorandum of which was
recorded on January 24, 2001 in Volume 5678 Page 127 et seq. of the Stamford
Land Records.

      (v) "Premises" means the entire sixth (6th) floor of Building 300 (as
shown on Exhibit A-1 hereto), the entire seventh (7th) floor of Building 300 (as
shown on Exhibit A-2 hereto), and five thousand eighty-seven (5,087) rentable
square feet on the fifth (5th) floor of Building 300 (as shown on Exhibit A-3
hereto), comprising one hundred one thousand six hundred nineteen (101,619)
rentable square feet.

      (w) "Option Renewal Terms" has the meaning attributed to it in Section
7.01 of this Third Amended and Modified Office Lease Agreement.

      (x) "Renewal Options" means the rights granted to Tenant pursuant to
Section 7.01 of this Third Amended and Modified Office Lease Agreement to renew
the Term of the Lease in accord with Article 7 hereof.

      (y) "Right of First Offer" means the right granted to Tenant in Section
6.01 of this Third Amendment of Lease to lease the Expansion Premises.

      (z) "Swing Space" means that portion of the third (3rd) floor of Building
300 as shown on Exhibit A-4(a) hereto.

      (aa) "Swing Space Alternative" means that portion of the fourth (4th)
floor of Building 300 as shown on Exhibit A-4(b) hereto).

      (bb) "Tenant's Work" means the work to be performed by Tenant to
reconfigure the Premises pursuant to plans to be approved by Landlord and
Tenant.

      (cc) "Tenant's Work Allowance" means three million forty-eight thousand
five hundred seventy and no/100 ($3,048,570.00) dollars.

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      (dd) "Term" means the Initial Term, the Extension Term, and each of the
Option Renewal Terms for which the Lease, is renewed pursuant to the Renewal
Options.

      (ee) "TIG" means TIG Insurance Company.

            1.02 Terms defined in the preamble and WITNESSETH paragraphs of this
Third Amended and Modified Office Lease Agreement and used in the body hereof
shall have the meanings ascribed to them in such paragraphs.

            1.03. Capitalized terms used in this Third Amended and Modified
Office Lease Agreement and not otherwise defined herein have the meanings
attributed to them in the Current Odyssey Lease. References to articles,
sections, and paragraphs of the Current Odyssey Lease, unless otherwise
specified herein, are references to the articles, sections, and paragraphs of
the Lease Agreement dated December 2, 1996. The words "hereby," "herein,"
"hereof," and "hereto" (and variants of such words) are deemed references to
this Third Amended and Modified Office Lease Agreement as a whole and not merely
to the article, section, or paragraph in which such word is used.

            1.04 Wherever appropriate in this Third Amended and Modified Office
Lease Agreement, personal pronouns shall be deemed to include the other genders
and the singular or plural of any defined term or other word shall, as the
context may require, be deemed to include, as the case may be, either the
singular or the plural. All Article, Section, Schedule and Exhibit references
set forth herein shall, unless the context otherwise specifically requires, be
deemed references to the Articles, Sections Schedules and Exhibits of this Third
Amended and Modified Office Lease Agreement.

      2. RATIFICATION OF THE CURRENT ODYSSEY LEASE.

            2.01 Landlord and Tenant agree that the Current Odyssey Lease is
amended by this Third Amended and Modified Office Lease Agreement, that it shall
continue in full force and effect pursuant to its terms, except as amended
hereby, and that the Lease constitutes their duly authorized act and deed and
the same is hereby ratified and confirmed.

            2.02 By executing this Third Amended and Modified Office Lease
Agreement TIG hereby agrees that notwithstanding the execution and delivery of
this Third Amended and Modified Office Lease Agreement and the additional
obligations being undertaken by Tenant from and after the date hereof, TIG shall
continue liable under the Current Odyssey Lease according to its tenor as of the
date immediately prior to the execution hereof through and including the
expiration of the Initial Term and all obligations thereunder intended to
survive such expiration date shall so survive.

      3. EXTENSION TERM.

            3.01 The Term of the Current Odyssey Lease is extended and Landlord
hereby demises and Tenant hereby hires the Premises pursuant to the terms of the
Lease, for the period to commence on the Extension Term Commencement Date and
expire on September 30, 2022 (herein called the "Extension Term") unless sooner
terminated as provided in the Lease or by law.

            3.02 The Premises shall be accepted by Tenant in their "as is"
condition upon the Extension Term Commencement Date and the terms of Article 5
of the Lease shall apply with respect to Tenant's acceptance of the Premises on
such date.

            3.03 The following provisions of this Section 3.03 shall be
effective as of (and not before) the Extension Term Commencement Date and for
the duration of the Extension Term.

                  (a) BASE RENT. Base Rent during the Extension Term shall be as
follows and shall be payable throughout the Extension Term in accordance with
the terms of Section 4.1 of the Current Odyssey Lease at the Landlord's General
Address or such other place as Landlord may from time to time specify in a
notice to Tenant:

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                        (1) for the period from the Extension Term Commencement
Date through and until September 30, 2010: three million one hundred forty
thousand twenty-seven and 10/100 {$3,140,027.10) dollars ($30.90 per rentable
square foot) per annum;

                        (2) for the period from October 1, 2010 through and
until September 30, 2013: three million three hundred sixty-eight thousand six
hundred sixty-nine and 85/100 ($3,368,669.85) dollars ($33.15 per rentable
square foot) per annum;

                        (3) for the period from October 1, 2013 through and
until September 30, 2016: three million six hundred two thousand three hundred
ninety-three and 55/100 ($3,602,393.55) dollars ($35.45 per rentable square
foot) per annum;

                        (4) for the period from October 1, 2016 through and
until September 30, 2019: three million nine hundred fifty-eight thousand sixty
and 05/100 ($3,958,060.05) dollars ($38.95 per rentable square foot) per annum;
and

                        (5) for the period from October 1, 2019 through and
until September 30, 2022: four million three hundred sixty-four thousand five
hundred thirty-six and 05/100 ($4,364,536.05) dollars ($42.95 per rentable
square foot) per annum.


                  (b) ADDITIONAL RENT. Section 4.2 of the Current Odyssey Lease
is amended, as follows

                        (1)   (i) "Base Year" as used therein shall mean the
twelve (12) months commencing on the Extension Term Commencement Date and ending
on September 30, 2008;

                              (ii) "Fiscal Year" as used therein shall mean each
twelve (12) month period October 1 and ending on the subsequent September 30.

                              (iii) "Building 300 Share" as used therein shall
mean thirty-three and 327/1000 (33.327%) percent.


                        (2) All references therein to a "respective Building" or
"respective Building's share" shall be deemed to be references only to Building
300.

                        (3) Notwithstanding anything to the contrary in Section
4.02 of the Lease, if Building 300 shall not be fully leased throughout any
Fiscal Year, then Building 300 Expenses for such Fiscal year shall be the amount
of the actual Expenses for such Fiscal Year as recomputed by Landlord to reflect
the Expenses that would have been imposed during such Fiscal Year had Building
300 been fully leased during that period. Landlord's determination of the
Expenses that would have been incurred during any Fiscal Year had Building 300
been fully leased shall be presumptively correct. Any such computation shall be
deemed conclusive and binding upon Tenant unless it shall dispute such
computation within thirty (30) days after receipt of notice of Landlord's
computation by giving Landlord notice of such dispute, which notice shall
specify in reasonable detail the reasons for such dispute. If Tenant shall
dispute any such computation, then pending the resolution of such dispute,
Tenant shall pay the Additional Rent computed by Landlord. If Landlord shall be
found to have overcharged Tenant any such Additional Rent, the amount of such
overcharge shall be credited against the installments of Additional Rent on
account of Additional Building 300 Expenses next coming due until such
overcharge has been fully amortized. If there shall be insufficient installments
of such Additional Rent remaining in the Extension Term (or any Option Renewal
Term the Renewal Option for which has been exercised), then the remaining amount
of such overcharge shall be reimbursed to Tenant within thirty (30) days
following the expiration of the Term

                        (4) Notwithstanding anything to the contrary in the
Lease, to the extent that any increase in Building 300 Taxes can be attributed
(as evidenced by official records of the City of Stamford taxing authority)
exclusively to a sale or mortgaging of, or capital improvement (other than a
capital improvement made for the benefit of Tenant or Building 300 as a whole as
distinguished for the benefit of any other single tenant) to Building 300, that
portion of Building 300 Taxes so attributable to a sale, mortgage or capital
improvement shall not be included in the Taxes for any Fiscal Year commencing
subsequent to such sale, mortgaging or completion of such capital improvement in
making any computation under this paragraph (b) until the Building is
re-assessed in conjunction with the next following general reassessment of the
grand list of properties in the City of Stamford.

<PAGE>

      4. ALTERATIONS AND IMPROVEMENTS.

            4.01 During the Term of the Lease, Landlord shall make the Generator
Space available to Tenant for the purpose of Tenant's installing, replacing, and
operating, at Tenant's sole cost and expense, a 300 kilowatt generator and a
450-gallon fuel tank to provide fuel for such generator, as well as access to
fresh air for exhaust and ventilation at the southeast corner entrance to the
B-1 level of the garage beneath Building 300, all in accordance with the
following terms:

                  (a) Prior to installing the generator, fuel tank and any and
all other conduit, fans, cabling, wiring and other equipment for the operation
of the generator, Tenant shall (i) submit Tenant's plans and specifications
therefor to Landlord for approval, which approval shall not be unreasonably
withheld, delayed, or conditioned, (ii) obtain all required governmental permits
and approvals therefor (and deliver copies of such permits and approvals to
Landlord), and (iii) obtain and maintain the insurance specified in Exhibit I
hereto to cover incidents and events arising out of the installation and
operation of the generator and its incidental equipment. Tenant shall repair all
damage to the Complex occasioned by the installation, maintenance, repair and/or
operation of the generator and all other conduit, fans, cabling, wiring and
other equipment for the operation of the generator.

                  (b) Tenant shall install and perform any construction required
in connection with the generator and all other conduit, fans, cabling, wiring
and other equipment for the operation of the generator in a first class
workman-like fashion in accordance with Tenant's plans and specifications
approved by Landlord.

                  (c) Tenant shall operate and maintain the generator and all
other conduit, fans, cabling, wiring and other equipment for the operation of
the generator in accordance with all applicable governmental rules and
regulations including, without limitation, OSHA regulations.

                  (d) The operation of the generator shall not cause
interference with the electrical and electronic appliances, equipment,
communications systems, computers and other apparatus used in the Complex to the
extent that such interference impairs the use and operation of such appliances,
equipment, communications systems, computers and other apparatus in accordance
with their design and performance specifications.

                  (e) Tenant shall (i) obtain and maintain all required
governmental certificates, sign-offs, and permits for the use of the generator
and fuel tank, (ii) conduct on a timely basis all required inspections of the
generator and fuel tank in accordance with law and recommendations of Landlord's
insurance underwriter, and (iii) maintain the generator, fuel tank and all other
conduit, fans, cabling, wiring and other equipment for the operation of the
generator in safe and good working order and repair, complying with the highest
industry standards for the same.

                  (f) Tenant shall indemnify and hold Landlord and its managing
agent harmless against all claims, damages, and other liabilities (including,
without limitation, legal fees, fines, penalties, clean-up and remediation
costs) incurred by Landlord due to the existence or operation of the generator
and the fuel tank.

                  (g) In addition to any other insurance required to be
maintained by Tenant pursuant to the Lease, Tenant shall maintain during the
Term an environmental pollution liability insurance policy (on an occurrence
basis) in a coverage amount of not less than five million and no/100
($5,000,000.00) dollars for the benefit of Landlord and its managing agent to
indemnify and hold Landlord and its managing agent harmless against any
liability they may incur for damages or injury to person or property, fines and
penalties, legal fees, and clean-up and environmental remediation costs that may
arise by reason of the installation or operation of the generator and fuel tank
and the storage, consumption, delivery and removal of fuel thereat.

                  (h) Tenant shall pay to Landlord within twenty (20) days after
demand therefor, such portion of Landlord's insurance premiums that exceed the
premiums that Landlord would otherwise pay but for the existence, use and
operation of the generator and fuel tank.

                  (i) Tenant shall employ only such architects, engineers and
other consultants as the Landlord may reasonably approve in connection with
Tenant's Work and any work to be performed under Section 4.02. Landlord consents
to the retention of Edwards & Zuck P.C. as engineers and Kimmerle Associates as
architect.

<PAGE>

                  (j) Tenant's obligations under this Section 4.01 shall survive
the expiration or sooner termination of the Term.

                  (k) Landlord shall provide Tenant with unobstructed, secure
shaft space to run (in common with others) cabling from the aforesaid generator
adequate to provide power to the Premises at the rated capacity of 300
kilowatts.

            4.02 During the Term, Landlord shall make available to Tenant
sufficient space on the roof (at a location or locations reasonably satisfactory
to Landlord and Tenant) for the installation of satellite antennae (but
sufficient for at least two (2) such antennae, each not more than eighteen (18")
inches in diameter) and supporting apparatus and wiring for use in Tenant's
business.

                  (a) Prior to installing the satellite antennae and any and all
other conduit, cabling, wiring and other apparatus for the operation of the
antennae, Tenant shall (i) submit Tenant's plans and specifications therefore to
Landlord for approval, which approval shall not be unreasonably withheld,
delayed, or conditioned, (ii) obtain all required governmental permits and
approvals therefore, including, without limitation, FCC approvals, (and deliver
copies of such permits and approvals to Landlord). Tenant shall obtain and
maintain the insurance specified in Exhibit I hereto to cover incidents and
events arising out of the installation and operation of the satellite antennae
and any and all other conduit, cabling, wiring and other apparatus for the
operation of the antennae. Tenant shall repair all damage to Building 300
occasioned by the installation, maintenance, repair and/or operation of the
satellite antennae and any and all other conduit, cabling, wiring and other
apparatus for the operation of the antennae.

                  (b) Tenant shall install and perform any construction required
in connection with the satellite antennae and any and all other conduit,
cabling, wiring and other apparatus for the operation of the antennae in a first
class workman-like fashion in accordance with Tenant's plans and specifications
approved by Landlord. No such installation shall void or otherwise impair the
enforceability of any roofing bond or warranty.

                  (c) Tenant shall operate and maintain the satellite antennae
and any and all other conduit, cabling, wiring and other apparatus for the
operation of the antennae in accordance with all applicable governmental rules
and regulations including, without limitation, all FCC and OSHA rules and
regulations.

                  (d) The operation of the satellite antennae and any and all
other conduit, cabling, wiring and other apparatus for the operation of the
antennae shall not cause interference with any of the electrical and electronic
appliances, equipment, communications systems, computers and other apparatus
used in the Complex to the extent that such interference impairs the use and
operation of such appliances, equipment, communications systems, computers and
other apparatus in accordance with their design and performance specifications.

                  (e) Tenant shall (i) obtain and maintain all required
governmental permits for the use of the satellite antennae and any and all other
conduit, cabling, wiring and other apparatus for the operation of the antennae
and (ii) maintain the satellite antennae and any and all other conduit, cabling,
wiring and other apparatus for the operation of the antennae in safe and good
order and repair, complying with the highest industry standards for the same.

                  (f) Tenant shall indemnify and hold Landlord and its managing
agent harmless against all claims, damages, and other liabilities (including,
without limitation, legal fees, fines, penalties, legal fees, clean-up and
restoration costs) incurred by Landlord due to existence or operation of the
satellite antennae and any and all other conduit, cabling, wiring and other
apparatus for the operation of the antennae.

                  (g) Tenant shall pay to Landlord within twenty (20) days after
demand therefor, such portion of Landlord's insurance premiums that exceed the
premiums that Landlord would otherwise pay but for the existence, use and
operation of the satellite antennae and any and all other conduit, cabling,
wiring and other apparatus for the operation of the antennae.

                  (h) Upon the expiration or sooner termination of the Term,
Tenant shall not be required to remove the satellite antennae and any and all
other conduit, cabling, wiring and other apparatus for the operation of the
antennae but if it shall do so, it shall repair any damages to the Complex
occasioned thereby.

<PAGE>

                  (i) Tenant's obligations under this Section 4.02 shall survive
the expiration or sooner termination of the Term.

            4.03  (a) Landlord shall complete each item of Landlord's Work in a
first class workman-like fashion in accordance with all applicable governmental
rules and regulations on or before the dates specified in Exhibit C. Landlord
shall perform Landlord's Work in accordance, in its reasonable judgment, with
sound construction practice, taking into account that Tenant shall be performing
all or a portion of Tenant's Work contemporaneously with Landlord's Work.
Landlord shall not be liable or bear any responsibility for any delay or
interference with the performance of Tenant's Work by reason of Landlord's
performance of Landlord's Work.

                  (b) Tenant acknowledges that some or all of Landlord's Work
shall be performed while Tenant is occupying and using portions of the Premises
in which Landlord shall be doing work. Tenant agrees to cooperate with Landlord
to make such areas of the Premises as may be needed for the performance of such
work available at times convenient to Landlord. The performance of Landlord's
Work shall not constitute grounds for or constitute an actual or constructive
eviction of Tenant from any part of the Premises. Landlord shall not be liable
or responsible for any interference with Tenant's business or inconvenience
suffered by Tenant occasioned by Landlord's Work and in no event shall Landlord
be liable or responsible for any lost profit or other consequential, punitive or
special damages as a result of its performance of Landlord's Work. Landlord
shall use commercially reasonable diligence in performing Landlord's Work to
minimize interference with Tenant's enjoyment of the Premises. Landlord and
Tenant shall attempt to coordinate the performance of Landlord's Work with
Tenant's temporary relocation of personnel to the Swing Space or Swing Space
Alternative, as the case may be.

            4.04  Tenant shall perform Tenant's Work in accordance with Section
9.02 of the Lease, subject, however to the following terms:

                  (a) Tenant shall retain Contractor as general contractor to
perform Tenant's Work.

                  (b) Tenant shall provide to Landlord for its review and
approval detailed final architectural plans and detailed final engineering plans
suitable (i) for filing with the applicable governmental agency having
jurisdiction of Building 300 for issuance of a building permit and (ii) for
construction of the changes, additions and improvements comprising Tenant's
Work. Landlord's approval shall not be unreasonably withheld, delayed, or
conditioned.

                  (c) Tenant's plans shall provide for installations and work
performed in accordance with and based on and compatible with the base building
systems consistent with any design, construction and equipment of Building 300
and in conformity with its standards. Landlord shall review such plans within
ten (10) business days after receipt thereof and upon approval of the same and
shall submit them to Contractor for pricing. If Tenant's plans are not approved,
Landlord shall so inform Tenant and provide reasonable detail the reasons for
not approving such plans. Within five (5) business days after notification of
Landlord's failure to approve Tenant's plans, Tenant shall cause them to be
appropriately revised to satisfy Landlord's objections to them and any changes
required by any governmental department having jurisdiction of Building 300.
Tenant agrees to be responsible for and to pay all costs for the performance of
Tenant's Work in excess of the Tenant's Work Allowance.

                  (d) The costs of the performance of Tenant's Work shall
include without limitation, the costs of labor, materials and general conditions
(including, without limitation, permit and inspection fees, rubbish removal,
insurance, carting, power and light, fire watch when applicable, security and
other costs customarily deemed to be general conditions) and up to ten (10%)
percent of architects' and engineers' fees for Tenant's Work actually performed
on the Premises. In addition, Tenant shall pay Contractor a fee equal to twelve
percent (12%) of the cost of such work for the Contractor's overhead, the
general conditions and Contractor's profit. Notwithstanding the foregoing, for
the sole purpose of computing such twelve percent (12%) fee, the price paid for
the physical equipment or apparatus comprising of the aforesaid generator, fuel
tank, the 38 ton dry cooler or two 25 ton dry coolers (hereinafter referred to),
any pre-action fire protection system, and any uninterrupted power supply system
(UPS) to be installed to service the Premises purchased with moneys from
Tenant's Work Allowance shall not be included in the costs of Tenant's Work.
Tenant's payment for the costs of Tenant's Work to be borne by it shall be paid
as work progresses based on the percentage completed and shall be paid within
twenty (20) days after

<PAGE>

demand therefor, accompanied by Contractor's certification of the work completed
and a reasonably detailed schedule of the items (and costs therefor) towards
which payment is being allocated. Upon the 38 ton dry cooler or either of the 25
ton dry coolers becoming operational, Tenant shall cease to be entitled to use
of the 17.25 tons of condenser water that it is entitled, as of the date hereof,
to utilize in common with others in Building 300. Landlord shall thereafter
endeavor to make available to Tenant on a "first call" basis (i.e., subject to
availability based on usage by other tenants) up to five (5) tons of such
condenser water during the cooling season as requested after reasonable notice
and at a reasonable fee (as determined by Landlord from time to time) to be paid
by Tenant ($180 per month per ton on the date hereof) but no such increase in
the fee shall exceed the smallest increase imposed upon any other tenant of the
Building. Landlord shall provide an area on the west penthouse mechanical roof
(as shown on Exhibit A-6 hereto) for Tenant to install at Tenant's cost a 38 ton
dry cooler or two 25 ton dry coolers. Tenant shall submit plans therefor to
Landlord for Landlord's approval, which plans shall include all necessary
structural support. Tenant may apply Tenant's Work Allowance to the cost of the
dry cooler and the related installation including, without limitation, any
necessary structural support and the amount so applied shall reduce on a dollar
for dollar basis Tenant's Work Allowance available for Tenant's Work.

                  (e) Contractor shall be required to put out to bid all
subcontracts. Tenant may (i) select subcontractors to whom invitations to bid
shall be sent, said subcontractors subject to Contractor's reasonable approval
and (ii) reasonably approve subcontractors selected by Contractor. All bids
submitted by the subcontractors shall be shown to Tenant and unless Tenant
selects another major subcontractor from among the bidders within five (5)
business days after submission of the bids to Tenant, the bidder making the
lowest bid for all of the work described in the scope of work incorporated in
the invitation to or request for bid, shall be retained for the work. Landlord
shall advise Tenant of the approximate cost of the work based upon bids received
from subcontractors selected by Landlord. Tenant shall have five (5) business
days to elect to revise Tenant's plans to modify or eliminate work to reduce the
cost. If Tenant revises Tenant's plans, it shall resubmit them to Landlord
within such five (5) business day period for approval. If Tenant does not so
revise Tenant's plans within such period, Landlord shall then proceed with such
work at the cost as provided in Tenant's plans as submitted and award contracts
to the qualified low bidders. Any modification in Tenant's plans as approved
shall be made by means of a written authorization executed by Landlord, Tenant
and the Contractor or by their respective authorized representatives
(hereinafter called a "Change Order"). Each Change Order shall specify the scope
of the work to be performed, the cost thereof (priced as herein provided) and
authorization to proceed. Any proposed modification of Tenant's plans shall be
submitted by Tenant simultaneously to Landlord, any architect or engineer
designated by Landlord to review the same, and Contractor. The architect shall
prepare a form of Change Order for such proposed modification to each of
Landlord, Tenant and Contractor who shall each have five (5) business days
(running from the date each receives the proposed Change Order) to approve the
same. Unless a Change Order is authorized as prescribed above, such work shall
not be performed. If Tenant does not sign any Change Order, the work prescribed
therein shall not be performed.

                  (f) Landlord shall contribute up to but not more than Tenant's
Work Allowance to the cost of Tenant's Work. Notwithstanding anything herein set
forth to the contrary, under no circumstances shall Landlord be obligated to pay
more than Tenant's Work Allowance on account of any such work. Landlord shall
have the right, at its election, to pay Contractor directly for any of Tenant's
Work. Landlord shall pay Tenant's Work Allowance in installments as work
progresses based on the percentage completed and shall be paid within twenty
(20) days after demand therefor, accompanied by Contractor's certification of
the work completed and a reasonably detailed schedule of the items (and costs
therefor) and invoices for the work to be paid therefrom.

                  (g) Contractor is a third party beneficiary of the terms of
this Section 4.04.

            4.05. Tenant shall not be required to remove at the expiration or
sooner termination of the Term any changes, additions or improvements made to
the Premises, except that Landlord reserves the right to require Tenant to
remove major specialty changes, additions and improvements such as internal
staircases (the floor cuts for which shall also be restored), raised floors, the
aforesaid dry cooler (or coolers), and the fuel tank associated with the
aforesaid generator; provided that Landlord shall bear one-half (1/2) of the
cost of removing the dry cooler (or coolers) and the fuel tank associated with
the aforesaid generator and repairing any damage to the Complex occasioned
thereby. Tenant shall not be required to remove such generator.

<PAGE>

      5. SWING SPACE.

            5.01  (a) Landlord shall deliver possession of the Swing Space
available to Tenant on or about November 1, 2004 (subject to the last sentence
of this Section 5.01(a) and Section 5.02), which space Tenant shall accept in
its "as is" condition on such date, provided, however, Landlord shall cause the
Swing Space to be separately demised from the remainder of the space of which
the Swing Space forms a part on the date hereof if Landlord permits another
person or entity to occupy such remaining space. Tenant may use the Swing Space
through and until the later of (i) July 31, 2005 and (ii) the date that is nine
(9) months from the date that the existing tenant of the Swing Space tenders
vacant possession thereof to Landlord, at which time Tenant shall surrender
possession of the Swing Space to Landlord, broom clean and in the condition it
was in when possession was delivered to it, reasonable wear and tear excepted.
If Landlord shall be unable to give possession of the Swing Space on November 1,
2004 because of the holding-over or retention of possession of any tenant or
occupant, or for any other reason, Landlord shall not be subject to any
liability for such failure; provided that Landlord shall deliver possession of
the Swing Space to Tenant as soon thereafter as it is able to do so and if the
existing tenant or any occupant of the Swing Space fails to surrender possession
thereof to Landlord when obligated to do so, Landlord shall commence as soon as
practicable proceedings to obtain possession of the Swing Space.

                  (b) Tenant shall pay use and occupancy for the Swing Space
from and after date Landlord tenders possession thereof to Tenant at the rate of
four hundred sixty-three thousand five hundred and no/100 ($463,500.00) dollars
per annum until the work to separately demise the Swing Space (as contemplated
in paragraph (a)) is substantially completed, in which event the rate from and
after the date of such substantial completion shall be five hundred thousand
four hundred fifty-six and no/100 ($500,456.00) per annum. Payments for use and
occupancy shall be payable in equal monthly installments in advance
simultaneously with the payment of Base Rent, provided that if Landlord tenders
possession of the Swing Space to Tenant on any day not the first day of a month,
the first installment of such use and occupancy shall be prorated for the actual
number of days in such month from and including the date of tender of
possession. Tenant shall reimburse Landlord for Landlord's costs for providing
utilities consumed in the Swing Space during the term of its occupancy thereof,
within twenty (20) days after each demand therefor. Electric consumption shall
be measured by the check meter (or any replacement thereof) serving the Swing
Space on the date hereof. If any space in addition to the Swing Space is
serviced with electricity measured by such check meter, then the cost of such
electric power consumed as measured by such check meter shall be allocated
between Tenant and such other persons as shall be serviced with electric power
measured by the check meter, such allocation to be made by Landlord on the basis
of the ratio of the number of rentable square feet demised to Tenant to the
number of square feet demised to such other persons.

                  (c) Tenant may use and occupy the Swing Space for the purposes
set forth in and in compliance with the terms of Article 6 of the Lease. For the
term during which Tenant may occupy the Swing Space as provided in paragraph (a)
above, the Swing Space shall be deemed to be part of the Premises for all
purposes under the Lease, except no Additional Rent shall be charged for such
space.

            5.02 If Landlord fails to deliver possession of the Swing Space to
Tenant by December 31, 2004, Landlord shall make the Swing Space Alternative
available to Tenant in lieu of the Swing Space on that date and Tenant may use
the Swing Space Alternative upon all of the foregoing terms of Section 5.01,
except that the term for which Tenant may use the Swing Space Alternative shall
expire on September 30, 2005 and the use and occupancy thereof shall be at the
rate of two hundred ninety-eight thousand one hundred twenty-three and no/100
($298,123.00) dollars per annum. If the Swing Space Alternative is made
available to Tenant, all references in Section 5.01 to the Swing Space shall be
deemed references to the Swing Space Alternative.

      6. RIGHT OF FIRST OFFER.

            6.01 (a) Provided that neither Tenant nor any guarantor of the Lease
shall then be in default of any material obligation (including, without
limitation, the payment of any money), Landlord shall at such time in 2006 and
2009 (or at such earlier time) when and if the Expansion Premises become
available for leasing, offer to lease the Expansion Premises to Tenant for the
remainder of the Term hereof upon all of the terms of the Lease, as it may have
then been amended, except as provided in Section 6.02. Tenant shall have ten
(10) business days, time being of the essence, after such offer has been given
to accept it upon all of the terms thereof (and without amendment) or reject
such offer, except that Tenant may accept such offer for less than all of the
Expansion Premises, provided that if the offer is accepted for less than the
entire Expansion Premises, (i) the space

<PAGE>

selected by Tenant must be contiguous to the Premises and compact (i.e. with no
more than three (3) walls, including any exterior walls, demising such space
from the remainder of the floor), (ii) the rentable area shall be computed
according to Landlord's then standard criteria, and (iii) no further Right of
First Offer shall exist with respect to the remainder of the Expansion Premises.
If Landlord shall not have received an unconditional written acceptance of such
offer accompanied by a check for good funds for the first month's Base Rent for
the Expansion Premises within such ten (10) business-day period, the offer shall
conclusively be deemed to have been rejected and if such offer has been tendered
prior to 2009, such rejection shall also be a waiver of the right to receive an
offer in 2009. If Tenant rejects (or is deemed to have rejected) such an offer,
Landlord may lease such space to any such party free of the Right of First Offer
granted under this Section 6.01 on any terms that Landlord may negotiate at
arm's-length (irrespective of whether such terms are more or less favorable to
Landlord than the offer to Tenant) without giving rise to any claim or cause of
action arising out of this Section 6.01 in favor of Tenant.

                  (b) The Expansion Premises shall be deemed available for
leasing under this Section 6.01 only if (i) the existing tenant thereof shall
not have exercised its right to renew the term of its lease for the Expansion
Premises exercisable in the relevant year or (ii) Landlord and such tenant (or
any other occupant of the Expansion Space claiming by, through or under such
existing tenant) have not theretofore entered into another arrangement for such
tenant or occupant's continued occupancy of the Expansion Premises, and (iii)
Landlord intends to market the space to the public at large (as distinguished
from Landlord or an affiliate thereof using the same for their own purposes).

                  (c) The Right of First Offer shall be personal to the named
Tenant herein and may not be transferred to any other person and may be
exercised only so long as Tenant is in physical occupancy of the entire
Premises.

            6.02 If Tenant shall have exercised its Right of First Offer, no
further documentation shall be required to effect Tenant's leasing of the
Expansion Premises, which shall be upon all of the terms hereof as well as the
following terms:

                  (a) The Expansion Premises shall be deemed part of the
Premises for all purposes under the Lease and the term of their demise shall be
coterminous with the Term.

                  (b) The Term with respect to the Expansion Premises shall
commence on the tenth (10th) business day following Tenant's receipt of
Landlord's notice that the Expansion Premises are available for occupancy by
Tenant. Landlord shall prepare and the parties shall execute an agreement
specifying the date on which the Term of the Lease with respect to the Expansion
Premises shall have commenced but Tenant's failure to execute such agreement
shall not affect the parties' rights and obligations with respect to the
Expansion Premises.

                  (c) The Base Rent attributable to the Premises shall be
increased by the products that result from multiplying (i) the rates of Base
Rent per square foot set forth in Section 3.03(a) that are applicable to the
dates during which the Expansion Premises form a part of the Premises by (ii)
the rentable square feet of the Expansion Premises; and Building 300 Share for
the Premises as increased by the Expansion Premises shall be equal to a fraction
expressed as a percent (carried out to four (4) places) the numerator of which
is the rentable area (in square feet) of the Premises as so increased and the
denominator of which is 304,916. Notwithstanding anything heretofore set forth
to the contrary, if the Term with respect to the Expansion Premises commences
prior to the Extension Term Commencement Date, then for the period prior to the
Extension Term Commencement Date, (i) the Base Rent shall be calculated at the
rate set forth in Section 3.03(a)(1), (ii) the Base Year shall be calendar year
2006 and the Building 300 Share for such space only shall be a fraction, the
numerator of which is the rentable area (in square feet) of the portion of the
Expansion Premises demised and the denominator of which is 304,916.

                  (d) Landlord shall contribute up to but not more than one
hundred thousand and no/ 100 ($100,000.00) dollars (calculated at $20 per each
actual rentable square foot of the Expansion Premises up to five thousand
(5,000) rentable square feet) to the cost of any work that Tenant may perform
(subject to the terms of the Lease governing changes, additions and
improvements) to renovate the Expansion Premises within the first twenty-four
(24) months following the commencement of the Term with respect to the Expansion
Premises.

<PAGE>

Notwithstanding the foregoing, up to fifteen thousand and no/100 ($15,000.00)
dollars of such $100,000 may be used to pay for architects', engineers', and
attorneys' fees incurred in connection with work actually performed in the
Expansion Premises. Tenant shall retain Contractor to perform such work on the
same basis as set forth in Section 4.04 hereof. Notwithstanding anything herein
set forth to the contrary, under no circumstances shall Landlord be obligated to
pay more than the lesser of (i) one hundred thousand and no/100 ($100,000.00)
dollars and the product of (ii) $20 multiplied by the rentable square feet of
the Expansion Premises on account of any such work. Landlord shall have the
right, upon Tenant's reasonable approval, to pay Contractor directly for any of
Tenant's work in and to the Expansion Premises. Landlord shall pay such amount
in installments as work progresses based on the percentage completed and each
payment shall be paid within twenty (20) days after demand therefor, accompanied
by Contractor's certification of the work completed and a reasonably detailed
schedule of the items (and costs therefor) and invoices for the work to be paid
therefrom.

      7. RENEWAL OPTIONS.

            7.01 Landlord hereby grants Tenant two options to renew the Term of
the Lease for up to two consecutive "Option Renewal Terms," each of five (5)
years (i) commencing on October 1, 2022 and expiring on September 30, 2027 in
respect of the first Option Renewal Term and (ii) commencing on October 1, 2027
and expiring on September 30, 2032 in respect of the second Option Renewal Term.
Tenant may exercise each Renewal Option in any one (but for only one) of the
following combinations of space to be leased during the Option Renewal Terms:
(i) the entire Premises, (ii) any one full floor of the Premises, (iii) the
entire sixth (6th) and entire seventh (7th) floors but not the fifth (5th) floor
premises, or (iv) the fifth (5th) floor premises and the entire sixth (6th),
floor but not the seventh (7th) floor. The second Renewal Option shall pertain
only to that portion of the Premises leased during the first Option Renewal Term
but may be exercised, to the extent still applicable, with respect to any of the
space combinations set forth in the second sentence of this Section 7.01. The
Renewal Options shall be personal to the named Tenant herein and may not be
transferred to any other person.

            7.02 The Renewal Options must be exercised in a writing given to
Landlord in the manner set forth for notices in the Lease by June 30, 2021 in
respect of the first Renewal Option and by June 30, 2026 in respect of the
second Renewal Option, time being of the essence in each case. If the notice of
exercise of the first Renewal Option is not timely given, then Tenant's right to
renew the Term of the Lease pursuant to the second Renewal Option shall be
deemed null and void, without force or effect. Notwithstanding anything herein
set forth to the contrary, the exercise of each Renewal Option shall only be
effective if (i) Tenant's notice of exercise of the Renewal Option is timely
given, (ii) at the time of each of Tenant's notice pursuant to the first
sentence of this Section 7.02, neither Tenant nor any guarantor of the Lease as
hereby amended shall be in default of any material obligation (including,
without limitation, the payment of any money) hereunder or under any guarantee
beyond any notice, grace and cure period, (iii) upon the commencement of the
relevant Option Renewal Term, neither Tenant nor any guarantor of the Lease as
hereby amended shall be in default of the payment of Base Rent or Additional
Rent or under any guarantee beyond any notice, grace and cure period, and (iv)
both at the time of the exercise of the relevant Renewal Option and upon the
commencement of the relevant Option Renewal Term, Tenant shall be in physical
occupancy of the Premises as the same are to be constituted during the relevant
Option Renewal Term.

            7.03 If a Renewal Option is exercised and is effective the Term of
the Lease shall be extended for the relevant Option Renewal Term upon all of the
terms and provisions the Lease, except as follows:

                  (a) The Base Rent shall be the Fair Market Rental Value.
Landlord and Tenant shall attempt to agree upon the Fair Market Rental Value. If
they are unable to do so, then either party may submit resolution of such
dispute to arbitration at any time after March 1, 2022 in respect of the first
Option Renewal Term and after March 1, 2027 in respect of the second Option
Renewal Term in accordance with the commercial real estate arbitration rules of
the American Arbitration Association at its offices in the City of Stamford,
Connecticut (or the closest office in the State of Connecticut if there be no
such office in Stamford). Pending the resolution of any such dispute, Tenant
shall pay Base Rent during the Option Renewal Term at a rate equal to the Final
Base Rent. If it is determined that the rate of Base Rent being paid by Tenant
pending resolution of such dispute was less than the Fair Market Rental Value,
then Tenant shall, within ten (10) days after demand, pay to Landlord the amount
of the underpayment. If it is determined that the rate of Base Rent being paid
by Tenant pending resolution of such dispute was more than the Fair Market
Rental Value, then Landlord shall credit any such overpayment to the next
installment(s) of Base Rent coming due until the amount of such overpayment has
been

<PAGE>

amortized. In any such arbitration, neither party shall be bound by any offer or
calculation of Fair Market Rental Value it may have made during the negotiations
preceding such arbitration provided, however, that in connection with the
submission of the dispute to arbitration each party shall submit its
determination of Fair Market Rental Value to the other and to the arbitrators.
Notwithstanding anything herein set forth to the contrary, the arbitration panel
shall be instructed (and shall so be bound) to select only whichever of
Landlord's or Tenant's determination of the Fair Market Rental Value submitted
to such panel represents or more closely approximates the Fair Market Rental
Value.

                  (b) "Base Year" as used with respect to the Option Renewal
Terms shall mean the twelve (12) months commencing on October 1, 2022 and ending
on September 30, 2023 in respect of the first Option Renewal Term and the twelve
(12) months commencing on October 1, 2027 and ending on September 30, 2028 in
respect of the second Option Renewal Term. If a Renewal Option is exercised with
respect to only a part of the Premises, then Building 300 Share shall be
computed by dividing (i) the rentable square feet within the portion of the
Premises for which such Renewal Option was exercised (as determined by
Landlord's then standard criteria for computing rentable square feet) by (ii)
the number of rentable square feet within Building 300 (as determined by
Landlord's then standard criteria for computing rentable square feet).

                  (c) Landlord shall have no obligation to make any contribution
towards any renovation of the Premises or provide any rent-free period of
occupancy and Tenant shall accept possession of the Premises in their "as is"
condition on the relevant Option Renewal Term commencement date.

                  (d) All rent shall commence as of the commencement date of the
relevant Option Renewal Term.

                  (e) Upon the expiration of the final Option Renewal Term for
which a Renewal Option was exercised, Tenant shall not have any right to
continue to lease or occupy the Premises or any portion thereof and there shall
be no further Renewal Option.

            7.04 Any guarantee of Tenant's obligations hereunder shall
automatically apply to each Option Renewal Term.

      8. PARKING.

            Notwithstanding anything to the contrary in Section 1.1(s) and
Section 26.20 of the Lease, Landlord shall provide Tenant with the number of
Parking Passes as specified in said Section 1.1 (s) included among which Tenant
shall be entitled to a total of twenty-five (25) reserved parking spaces as
designated on Exhibit D hereto.


      9. BUILDING 300 SERVICE HOURS AND ACCESS.

            9.01 Landlord shall provide Tenant with ventilation,
air-conditioning, or heating at times other than its Building Business Hours at
Landlord's then established rates ($150 per hour on the date hereof), inclusive
of engineers' fees, in the Complex for after-hours service, payable by Tenant as
additional rent when billed, provided that Tenant shall give notice prior to
1:00 P.M. in the case of after-hours service on business days and prior to 3:00
P.M. on Fridays in the case of after-hours service on Saturdays and Sundays (or
3:00 P.M. on the preceding business day, in the case of holidays). Tenant agrees
that Landlord's failure to operate such system in the absence of such notice and
payment shall not be deemed a partial or other eviction, or disturbance of
Tenant's use, enjoyment, or possession of the demised premises, and shall not
render Landlord liable for damages, by abatement of rent or otherwise, and
Tenant shall not be relieved from any obligation under the Lease.

            9.02 Landlord shall provide necessary elevator facilities including
reasonable freight elevator service, on business days from 7:00 A.M. to 6:00
P.M. and shall have at least one (1) elevator available at all other times. At
Landlord's option, the elevators shall be operated by automatic control or by
manual control, or

<PAGE>

by a combination of both of such methods. Landlord shall provide Tenant with
after-hours freight elevator service at Landlord's then established rates in the
Building for same and pursuant to Landlord's rules and regulations from time to
time adopted; provided, however, that Landlord shall only impose such a charge
for after-hours freight elevator service when it deems it necessary to have an
engineer, starter or other personnel on duty to operate such elevator or to take
precautions to prevent physical damage to the elevator or any portion of
Building 300 from Tenant's use of such elevator. Notwithstanding the foregoing,
Landlord shall not discriminate against Tenant when imposing any such charge or
impose any charge not generally being imposed on other tenants of Building 300.
As per Building 300 systems, Building 300 entrance doors are equipped with
electromagnets that maintain the doors in a locked condition. Tenant shall be
issued cards to enter the Building during times the Building is normally locked.

            9.03 Subject to Landlord's scheduling practices (applied in a
non-discriminatory fashion), Tenant may have use of Building 300 loading dock
during Building Business Hours at no additional cost and at times other than
Building Business Hours, after reasonable notice to Landlord, at Landlord's
costs for opening and manning the loading dock and providing safe access to the
Premises.

            9.04 Annexed hereto as Exhibit E is a diagram of the locations of
the equipment comprising Building 300's life safety system.

            9.05 Landlord shall notify Tenant promptly after Landlord learns of
any disruption to the Building 300's electrical supply.


      10. SUBORDINATION AND NON-DISTURBANCE.

            10.01. Landlord shall procure from the holders of each mortgage
encumbering Building 300 as of the date hereof a subordination, non-disturbance
and attornment agreement substantially in the form annexed hereto as Exhibit F.

            10.02. Landlord shall procure from the holders of each mortgage
encumbering Building 300 subsequent to the date hereof, a subordination,
non-disturbance and attornment agreement reasonably satisfactory to Tenant
applying commercially reasonable criteria, it being agreed, however, that a
subordination, non-disturbance and attornment agreement substantially in the
form annexed hereto as Exhibit F or any other form previously accepted by Tenant
shall be satisfactory to Tenant. If Landlord is unable to provide such a
subordination, non-disturbance and attornment agreement from the holder of any
subsequent mortgage encumbering Building 300, the sole consequence thereof shall
be that the Lease shall not be subordinate to the relevant mortgage.

            10.03 In the event of a termination of the Master Lease, provided
that Tenant is not in default of any obligation on its part to be performed
hereunder, FFS under the Master Lease shall not disturb Tenant's possession of
the Premises pursuant to the Lease, and Tenant shall attorn to FFS and perform
for the benefit of FFS and FSP all the terms, covenants and conditions of the
Lease on the Tenant's part to be performed with the same force and effect as if
FFS and FSP were together the Landlord originally named in the Lease. The
provisions of this Section 10.03 shall be self-operative without the need for
further documentation; provided, however, that Tenant shall execute such
agreements and instruments (including, without limitation, a new lease upon the
executory terms of the Lease) as FSP and FFS or either of them may request, to
confirm or further effect such non-disturbance and attornment. FFS is executing
this Third Amended and Modified Office Lease Agreement solely for the purpose of
being bound by this Section 10.03.

      11. MISCELLANEOUS

            11.01 Landlord shall not charge Tenant a fee for reviewing any plan
submitted by Tenant to Landlord in connection with any changes, additions and
improvements sought to be made by Tenant to the Premises; provided, however,
that Tenant shall reimburse Landlord for Landlord's out of pocket expenses to
have an engineer, architect, or other professional consultant not affiliated
with Landlord review such plans.

            11.02 Landlord shall not provide to any entity listed on Exhibit G
(direct competitors of Tenant) identification signage within Building 300 the
square foot area of which exceeds the square foot area of identification signage
provided by Landlord to Tenant within Building 300 for so long as any such
competitor leases equal or less rentable area than Tenant is then occupying in
Building 300.

<PAGE>

            11.03 Landlord shall provide cleaning to the Premises in accordance
with the specifications set forth in Exhibit D to the Lease, except Landlord
shall also clean all sixth (6th) and seventh (7th) floor lavatories (as exist on
the date hereof) as prescribed in Section 1.3(b) of the Lease.

            11.04 Wherever in the Lease Tenant is obligated to maintain
insurance, Tenant may self-insure for the risks to be covered by such insurance
for so long as Tenant satisfies the conditions of Section 11.2 of the Lease with
respect to insurance coverage not in excess of one million and no/100
($1,000,000.00) dollars and as to insurance in excess of one million and no/100
($1,000,000.00) dollars and for such risks that Tenant elects not to
self-insure, such insurance shall be underwritten with an underwriter having an
A.M. Best's rating of at least A:X.

            11.05 Any notice or demand, consent, approval or disapproval, or
statement required to be given by the terms and provisions of the Lease by
either party to the other shall be in writing. All notices and other
communications (other than rent bills) required to be given under the Lease
shall be in writing, signed by the party serving the notice or other
communication, and sent by registered or certified United States mail, return
receipt requested, or reputable overnight courier service, or by hand delivery
against a receipt, to the address of the party to whom given as set forth below
or to such other address as either party may designate in writing in the manner
herein prescribed. All such notices and other communication shall be deemed
effective upon receipt. Addresses to which notices shall be sent are, as
follows:

      To Landlord:

      c/o W&M Properties of Connecticut, Inc.
      Metro Center
      One Station Place
      Stamford, Connecticut 06902
      Attention: Jeffrey H. Newman, Executive Vice President


      with a copy to:

      Wien & Malkin LLP
      60 East 42nd Street New York, New York 10165
      Attention: Jack K. Feirman, Esq.

      To Tenant:

      Odyssey America Reinsurance Corporation 300
      First Stamford Place
      Stamford, Connecticut 06902
      Attention: Patricia Robinson, Vice President

      With a copy at the same time and in the same manner to:

      Odyssey America Reinsurance Corporation
      300 First Stamford Place
      Stamford, Connecticut 06902
      Attention: Donald L. Smith, General Counsel

            11.06 Simultaneously with the execution of this Third Amended and
Modified Office Lease Agreement, Tenant is delivering to Landlord a guarantee of
the Lease made for the benefit of Landlord, its successors and assigns, by
Guarantor, which guarantee is in the form annexed hereto as Exhibit H.

            11.07 Tenant represents and warrants that it neither consulted nor
negotiated with any broker or finder with regard to this Third Amended and
Modified Office Lease Agreement other than the Brokers. Tenant agrees to
indemnify, defend and save Landlord harmless from and against any claims for
fees or commissions from anyone other than the Brokers with whom Tenant has
dealt in connection with this Third Amended and Modified Office Lease Agreement.
Landlord represents and warrants that it neither consulted nor negotiated with
any broker or finder with regard to this Third Amended and Modified Office Lease
Agreement other
<PAGE>

than the Brokers. Landlord agrees to indemnify, defend and save Tenant harmless
from and against any claims for fees or commissions from anyone with whom
Landlord has dealt in connection with this Third Amended and Modified Office
Lease Agreement. Landlord agrees to pay any commission or fee owing to Brokers.
Landlord and Tenant shall indemnify and hold the holders of the fee mortgages
encumbering the Complex on the date hereof harmless from and against any claims
for fees and commissions from persons with whom Landlord and Tenant have dealt
in connection with this Third Amended and Modified Office Lease Agreement.

            11.08 Tenant represents and warrants that (i) neither Tenant nor any
person who owns any direct or indirect beneficial interest in Tenant or any of
them, is listed on the list maintained by the Unites States Department of the
Treasury, Office of Foreign Assets Control (commonly known as the OFAC List) or
otherwise qualifies as a person with whom business by a United States citizen or
resident is prohibited and (ii) neither Tenant nor any person who owns any
direct or indirect beneficial interest in Tenant or any of them is in violation
of any to anti-money laundering or anti-terrorism statute, including, without
limitation, the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56
(commonly known as the USA PATRIOT Act), and the related regulations issued
thereunder, including temporary regulations, all as amended from time to time.

            11.09 The following provisions of the Current Odyssey Lease are of
no force or effect: Articles 31, 33, 34, and Exhibit B.

            11.10 Landlord and Tenant each represent to the other that neither
of them is, to the best of each party's knowledge, in default of any obligation
to be performed under the Current Odyssey Lease and that no defense,
counterclaim or right of set-off exists to the payment of rent thereunder.

            11.11 This Third Amended and Modified Office Lease Agreement
constitutes the sole agreement between Landlord and Tenant with respect to the
subject matter hereof and supersedes any prior agreement between them whether
written or oral.

            11.12 This Third Amended and Modified Office Lease Agreement shall
be governed by and construed in accordance with the laws of the State of
Connecticut without regard to conflicts of laws principles.

            11.13. If there shall exist any conflict or ambiguity between any
term of this Third Amendment to Office lease Agreement and any term of the
Current Odyssey Lease, the term of this Third Amendment to Office Lease
Agreement shall control.

            11.14 This Third Amended and Modified Office Lease Agreement may not
be terminated or modified orally.

            11.15 This Third Amended and Modified Office Lease Agreement may be
executed in two or more counterparts, which together shall constitute one
integrated document binding upon Landlord and Tenant.

            11.16 The existence herein of article and section headings or
captions is for convenience only and no such headings or captions will be used
for the purposes of interpreting or construing the meaning of any term or
provision hereof.

            11.17 This Third Amended and Modified Office Lease Agreement shall
be binding upon, and be enforceable against the Tenant and the Tenant's
successors and assigns and shall inure to the benefit of Landlord, its
successors and assigns.

            11.18 FFS and FSP represent and warrant that they own the fee simple
to the Complex. FFS represents and warrants that Merrifield First Stamford is
not in default of the Master Lease.

<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have caused this Third Amended and
Modified Office Lease Agreement be executed and delivered as of the day and year
first above set forth.

      Signed, Sealed and Delivered FIRST STAMFORD PLACE L.L.C.

in the Presence of:                     MERRIFIELD FIRST STAMFORD L.L.C.

                                        By: W&M Properties of Connecticut, Inc.,
                                            as Agent
      /s/                               By: /s/ Jeffrey H. Newman
          ---------------------          Title: Executive Vice President


                                        Agreed to for the purpose of being bound
                                        by the terms of Section 10.03 of the
                                        aforesaid Third Amended and Modified
                                        Office Lease Agreement

                                        FAIRFAX FIRST STAMFORD L.L.C.
                                        By: W&M Properties of Connecticut, Inc.,
                                            as Agent
      /s/                               By: /s/ Jeffrey H. Newman
          ---------------------         Title: Executive Vice President



      /s/ Melissa A. Victor             ODYSSEY AMERICA REINSURANCE CORPORATION,
      (as to Tenant)
      Melissa A. Victor
                                        By: /s/ Donald L. Smith
                                        Name:  Donald L. Smith
                                        Title: Senior Vice President


                                        Agreed to for the purpose of being bound
                                        by the terms of Section 2.02 of the
                                        aforesaid Third Amended and Modified
                                        Office Lease Agreement

                                        TIG INSURANCE COMPANY

                                        By: /s/ Scott Donovan
                                        Name: Scott Donovan
                                        Title: President

STATE OF CONNECTICUT       )ss:
COUNTY OF FAIRFIELD        )

<PAGE>

On this 27th day of September, 2004, before me, personally appeared Jeffrey H.
Newman, who acknowledged himself to be Executive Vice President of W&M
Properties of Connecticut, Inc., a Connecticut corporation which is the agent
for First Stamford Place L.L.C., Merrifield Fast Stamford L.L.C. and Fairfax
First Stamford L.L.C. and that he being authorized so to do, executed the
foregoing instrument for the purposes therein contained by signing the name of
the corporation by himself on behalf of said corporation as Executive Vice
President.

IN WITNESS WHEREOF, I hereunto set my hand and official. seal

/s/ Kathleen A. Caracappa
Notary Public
KATHLEEN A. CARACAPPA
NOTARY PUBLIC
My Commission Expires August 31, 2008

STATE OF CONNECTICUT       )ss:
COUNTY OF FAIRFIELD        )

On this 23rd day of September, 2004, before me, personally appeared Donald L.
Smith, who acknowledged himself to be Senior Vice President of Odyssey America
Reinsurance Corporation, a Delaware corporation and that he being authorized so
to do, executed the foregoing instrument for the purposes therein contained by
signing the name of the corporation by himself on behalf of said corporation as
Senior VP.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

PENELOPE N. CIASTON
NOTARY PUBLIC
My Commission Expires June 30, 2005
/s/ Penelope N. Ciaston
Notary Public




STATE OF TEXAS    )ss:
COUNTY OF DALLAS  )

On this 22nd day of September, 2004, before me, personally appeared Scott
Donovan, who acknowledged himself to be President of TIG Insurance Company, a
California corporation and that he being authorized so to do, executed the
foregoing instrument for the purposes therein contained by signing the name of
the corporation by himself on behalf of said corporation as President.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Valerie Lipscomb
Notary Public
VALERIE LIPSCOMB
MY COMMISSION EXPIRES
August 2, 2008

<PAGE>

                                   GUARANTEE

      GUARANTEE made this 13th day of September, 2004, by ODYSSEY RE HOLDINGS
CORP. (hereinafter referred to as the "Guarantor"), an Ontario corporation with
an office at 300 First Stamford Place, Stamford, CT 06902.

                                   WITNESSETH:

      First Stamford Place L.L.C., and Merrifield First Stamford L.L.C.,
(hereinafter collectively referred to as the "Landlord") and Odyssey America
Reinsurance Corporation (hereinafter referred to as the "Tenant") entered into
that certain Third Amended and Modified Office Lease Agreement, dated as of
September 13, 2004 which amended that certain Office Lease Agreement dated as of
December 2, 1996 and amended by 1st Amendment of Office Lease dated June 6, 1997
and Second Amendment of Office Lease Agreement dated October 29, 1999, each
between Landlord's predecessor in interest, First Stamford Place Company, and
Tenant's predecessor in interest, TIG Insurance Company (hereinafter
collectively referred to as the "Lease"). As an inducement to Landlord's
agreeing to enter into such Third Amended and Modified Office Lease Agreement
Lease, the Guarantor agreed to execute this Guarantee of the Lease.

      NOW, THEREFORE, in consideration of the premises herein contained and for
other good and valuable consideration receipt of which is hereby acknowledged by
the Guarantor, the Guarantor covenants, agrees, represents and warrants to
Landlord as follows:

      1.    DEFINITIONS.

            1.1 TERMS. As used in this Guarantee, the words include and
including will be read as "including, without limitation." As used in this
Guarantee, words such as "hereby," "herein," "hereinafter," "hereof," hereto"
and "hereunder" are to be read as referring to this Guarantee as a whole and not
merely the clause, sentence, paragraph, section or article in which such word
appears. As used in this Guarantee, words such as "control," and "controlled"
have the meanings ascribed to them under the Securities Act of 1933, as amended,
and the rules promulgated pursuant thereto.

            1.2 NUMBER AND GENDER. Whenever and wherever herein the singular
number is used, this will also include the plural, and vice versa as the context
may require. The use of the masculine or neuter form of any third person pronoun
includes, as the case may be, the masculine, feminine or neuter genders as well.

      2. REPRESENTATIONS AND WARRANTIES.

            2.1 REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR. The Guarantor
represents and warrants to Landlord, that:

                  (a) The Guarantor has power to enter into and perform this
Guarantee.

                  (b) Neither this Guarantee nor the execution, delivery and
performance hereof shall violate any statute, ordinance, regulation, court order
or decree or order or decree of any other governmental authority or agency or
any other agreement to which the Guarantor is subject.

                  (c) The Guarantor is not and by the execution and delivery
hereof shall not then become insolvent as defined under Section 101(32) of the
United States Bankruptcy Code (11 U.S.C. Section 101(32)) nor under any other
foreign bankruptcy or insolvency law.

                  (d) This Guarantee constitutes a valid and binding obligation
of the Guarantor and is enforceable in accordance with its terms.

                  (e) No governmental approvals or consents are required to be
obtained to authorize the execution, delivery or performance of the Guarantor's
obligations pursuant to this Guarantee.

<PAGE>

                  (f) The Guarantor is the ultimate beneficial owner of the
outstanding and issued capital stock of Tenant, or controls Tenant, and will
receive a direct or indirect benefit from Tenant's entering into the Lease.

                  (g) The Guarantor is familiar with, and has independently
reviewed the books and records regarding, the financial position and condition
of Tenant and the Guarantor assumes full responsibility for keeping itself
apprised and fully informed of such financial matters in the future and is not
relying on obtaining any information respecting the financial position or
condition of Tenant from Landlord or for obtaining from Landlord any information
regarding Tenant's status (or the status of Tenant's account) under the Lease.

                  (h) This Guarantee is being given to Landlord to induce it to
enter into the Lease.


            2.2 MATERIALITY OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties made by the Guarantor herein is deemed to be
material to inducing Landlord to enter into the Lease and to perform Landlord's
obligations thereunder. The Guarantor acknowledges that Landlord by virtue of
entering into the Lease and performing its obligations thereunder has acted and
changed its position and shall hereafter act and changed its position in
reliance of this Guarantee and the Guarantor's representations and warranties
made herein.


      3. GUARANTEE OF TENANT'S OBLIGATIONS.

            3.1 OBLIGATIONS GUARANTEED. (a) The Guarantor hereby irrevocably,
absolutely and unconditionally guarantees to Landlord the full and timely
payment when due of all base rent, additional rent and other payments due to
Landlord pursuant to the Lease.

                  (b) Without limiting the Guarantor's obligations pursuant to
paragraph (a) of this Section 3.1, the Guarantor further irrevocably, absolutely
and unconditionally guarantees to Landlord the full and timely performance of
all of Tenant's other obligations under the Lease.

                  (c) Each and every default in the payment of any of the fixed
annual rent, additional rent or other payments due under the Lease or in the
performance of any other obligation on Tenant's part to be performed pursuant to
the Lease shall give rise to a separate cause of action hereunder, and separate
suits may be brought hereunder as each cause of action arises.

                  (d) The Landlord may enforce all or any of its rights and
remedies hereunder without having first to initiate, pursue or exhaust any
remedies under the Lease against Tenant and without having first to apply any
security deposit under the Lease.

            3.2 GUARANTY UNCONDITIONAL, IRREVOCABLE, ABSOLUTE AND CONTINUING.
The obligations of the Guarantor under this Guarantee shall be unconditional,
irrevocable and absolute and shall continue and remain in full force and effect
until all of Tenant's obligations under the Lease, including the payment of all
fixed annual rent, additional rent and other payments due under the Lease have
been satisfied in their entirety and all other sums due to Landlord pursuant to
this Guarantee have been paid in full.

            3.3 CONTINUED VALIDITY OF THIS GUARANTEE. To the fullest extent
permitted by law, the obligations of the Guarantor hereunder shall be valid and
enforceable under all circumstances whatsoever and in furtherance but not in
limitation thereof, shall not be affected, modified, released, or impaired by
any state of facts or the happening from time to time of any event, including
any one or more of the following whether or not with notice to or the consent of
the Guarantor:

                  (a) The unenforceability of, or any defect in the Lease.

                  (b) Any present or future law or order of any government (de
jure or de facto) or of any agency thereof purporting to reduce the rent under,
amend or otherwise affect the Lease.

<PAGE>

                  (c) The compromise, settlement, release, extension,
indulgence, change, modification, amendment (including any increase in rent, the
addition of any space to the premises demised under the Lease as of the date of
this Guarantee, or extension of the term thereof) of any or all of the
obligations, covenants or agreements of Tenant pursuant to the Lease, provided
that if Tenant is no longer an affiliate of Guarantor, then Guarantor's
liability under this Guarantee as a result of any event described in this
paragraph shall be limited to its obligations according to the tenor of the
Lease as of the date when Tenant ceased to be an affiliate of Guarantor.

                  (d) The failure to give notice to the Guarantor of the
occurrence of any default under the terms and provisions of the Lease; provided,
however, that under no circumstances shall Landlord be obligated to apprise the
Guarantor of any change in the financial condition or position of any tenant
under the Lease.

                  (e) The actual or purported assignment of any of the
obligations, covenants and agreements contained in this Guarantee.

                  (f) The waiver of the payment, performance or observance by
Tenant of any of the obligations, conditions, covenants or agreements or any or
all of them contained in the Lease, including the obligation to pay fixed annual
rent, additional rent or any other sum due under the Lease.

                  (g) The receipt and acceptance by Landlord of any sum on
account of fixed annual rent, additional rent or other payments due under the
Lease irrespective of any dispute that may then be or theretofore had been
ensuing between Landlord and Tenant.

                  (h) The extension of the time for payment of any fixed annual
rent, additional rent or other payments due under the Lease.

                  (i) Any failure, omission, delay or lack of action on the part
of Landlord or any other person to enforce, assert or exercise any right, power
or remedy conferred upon it under the Lease.

                  (j) The voluntary commencement or the existence of an
involuntary case or proceeding under the United States Bankruptcy Code, any
Canadian or provincial or any other state or foreign bankruptcy, insolvency or
similar statute affecting Tenant; the liquidation or dissolution of Tenant; the
marshaling of assets and liabilities; any receivership, insolvency, assignment
for the benefit of creditors, reorganization, arrangement, composition with
creditors or readjustment of debts in respect of Tenant in its capacity as a
debtor or obligor; or other similar events or proceedings affecting Tenant or
any allegation or contest of the validity of this Guarantee or the Lease in any
such proceeding; it being specifically understood, consented and agreed to that
this Guarantee shall remain and continue in full force and effect and shall be
enforceable against the Guarantor to the same extent and with the same force and
effect as if such events and proceedings had not been instituted; and it is the
intent and purpose of this Guarantee that the Guarantor shall and does hereby
waive all rights and benefits which might accrue to the Guarantor by reason of
any such proceedings.

                  (k) Any impairment, whether by negligence or otherwise, of (a)
any rights of subrogation of the Guarantor which may be found to exist or (b)
any security deposited under the Lease.

                  (1) The release, substitution or replacement, whether or not
in accordance with the terms of the Lease, of any property subject thereto or
any re-delivery, repossession, surrender or destruction of any such property, in
whole or in part.

                  (m) Any failure of Landlord to mitigate damages resulting from
any default by Tenant under the Lease or the termination thereof.

<PAGE>

                  (n) The lawful termination of the Lease by act of Landlord due
to a default thereunder by Tenant or by operation of law or the exercise of any
other right or remedy under the Lease by Landlord.

                  (o) Any modification of the Lease including any increase in
the rent, extension of the term, the addition of any space to the premises
demised under the Lease as of the date of this Guarantee or other change, in
each such case whether or not the Guarantor shall have assented to any such
assignment, modification or subletting or received notice thereof.

                  (p) The assignment of the Lease by Tenant or any direct or
indirect successor to Tenant under the Lease and any subsequent modification of
the Lease and/or the subletting of all or a portion of the demised premises, in
each such case whether or not the Guarantor shall have assented to any such
assignment, modification or subletting or received notice thereof.

                  (q) The exercise of any option to renew the term of the Lease
or increase the size of the premises demised under the Lease

            If Guarantor is no longer a proximate or remote affiliate of Tenant,
Landlord shall give notice to Guarantor of any default by Tenant under the Lease
at the same time notice is given to Tenant of the same, provided that Landlord
shall have been given notice that Guarantor is no longer a proximate or remote
affiliate of Tenant. If Guarantor is no longer a proximate or remote affiliate
of Tenant, Guarantor shall give notice to Landlord of such fact.

            3.4 WAIVER OF NOTICE OF ACCEPTANCE. The Guarantor hereby expressly
waives notice from Landlord of its acceptance and reliance on this Guarantee.
This Guarantee shall become effective immediately upon delivery of an executed
counterpart hereof to Landlord.

      4. WAIVER OF TRIAL BY JURY.

            WAIVER OF TRIAL BY JURY. THE GUARANTOR HEREBY WAIVES THE RIGHT TO
TRIAL BY JURY IN THE EVENT OF ANY LITIGATION BETWEEN THE LANDLORD AND THE
GUARANTOR OR AMONG THE LANDLORD, THE TENANT AND THE GUARANTOR IN RESPECT OF ANY
MATTER ARISING OUT OF THIS GUARANTEE OR OUT OF THE LEASE.

      5. MISCELLANEOUS PROVISIONS

            5.1 PREFERENCES, ETC. If after receipt of any payment hereunder
applied (or intended to be applied) to the payment of, all or any part of any
sums guaranteed hereunder, Landlord is compelled to surrender such payment or
proceeds to any person because such payment or application of proceeds is or may
be avoided, invalidated, declared fraudulent, set aside, determined to be void
or voidable as a preference, fraudulent conveyance, impermissible set off or a
diversion of trust funds, then the obligations or part thereof intended to be
satisfied shall be reinstated and continue and this Guarantee shall continue in
full force as if such payment or proceeds had not been received by Landlord,
notwithstanding any revocation thereof or the cancellation of the Lease, any
note or other instrument evidencing any obligation of Tenant or otherwise; and
the Guarantor shall be liable to pay to Landlord, and hereby does indemnify
Landlord and hold Landlord harmless for, the amount of such payment or proceeds
so surrendered and all expenses (including all reasonable attorneys' fees, court
costs and expenses attributable thereto) incurred by Landlord in the defense of
any claim made against Landlord that any payment or proceeds received by
Landlord in respect of all or any part of such sums guaranteed hereunder must be
surrendered, unless Tenant pays to Landlord the amount which Landlord is
compelled to surrender and such payment is not similarly subject to being
avoided, invalidated, declared fraudulent, set aside, determined to be void or
voidable as a preference, fraudulent conveyance, impermissible set off or a
diversion of trust funds and Landlord is not compelled to surrender the amount
of Tenant's payment. The provisions of this Section 5.1 shall survive the
termination of this Guarantee, and any satisfaction and discharge of Tenant by
virtue of any payment, court order or any federal or state law.

            5.2 EXPENSES. The prevailing party in any action under this
Guarantee shall pay all reasonable costs, fees, commissions and expenses
(including, without limitation, all reasonable attorneys' fees and
disbursements) which may be incurred by the other in enforcing or attempting to
enforce this Guarantee.

<PAGE>

            5.3 REMEDIES NOT EXCLUSIVE. No remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other available remedy
given under this Guarantee or hereafter existing at law or in equity. No delay
or failure to exercise any right or power accruing upon any default, omission or
failure of performance hereunder shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient.

            5.4 NO ORAL AMENDMENT OR TERMINATION. Any failure of Landlord to
exercise any right hereunder shall not be construed as a waiver of the right to
exercise the same or any other right at any time and from time to time
thereafter. The Landlord or any holder may accept partial payments, even though
marked "payment in full" or containing words of similar import or other
conditions, without waiving any of its rights. No amendment, modification or
waiver of any provision of this Guarantee nor consent to any departure by any
Guarantor therefrom shall be effective, irrespective of any course of dealing,
unless the same shall be in writing and signed by Landlord, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given. This Guarantee cannot be changed or terminated orally
or by estoppel or waiver or by any alleged oral modification regardless of any
claimed partial performance referable thereto.

            5.5 SEVERABILITY. The invalidity or unenforceability of any one or
more phrases, sentences, clauses or Sections of this Guarantee shall not affect
the validity or enforceability of the remaining portions of this Guarantee, or
any part thereof.

            5.6 APPLICABLE LAW. This Guarantee shall be governed by and
construed in accordance with the laws of the State of Connecticut without regard
to conflicts of laws principles.

            5.7 WAIVER OF CERTAIN DEFENSES AND CLAIMS. THE GUARANTOR HEREBY
WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY CLAIMS OF LACHES OR SET
OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION, ANY OBJECTION BASED ON FORUM
NON CONVENIENS OR VENUE, AND ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL
DAMAGES. THE GUARANTOR HEREBY WAIVES ANY RIGHT TO BE SUBROGATED TO THE RIGHTS OF
THE LANDLORD AGAINST THE TENANT IF THE GUARANTOR SHALL PAY ANY FIXED ANNUAL
RENT, ADDITIONAL RENT OR OTHER SUM TO THE LANDLORD OR PERFORM ANY OTHER
OBLIGATION OF THE TENANT PURSUANT TO THE LEASE, UNTIL LANDLORD IS PAID ALL
OBLIGATIONS DUE IT UNDER THE LEASE.

            5.8 CONSENT TO JURISDICTION. The Guarantor irrevocably and
unconditionally (a) agrees that any suit, action or other legal proceeding
arising out of this Guarantee shall be brought in the courts of record of the
State of Connecticut, Fairfield County or the courts of the United States,
District of Connecticut and that such courts shall have in personam jurisdiction
of the Guarantor in any such suit, action or other legal proceeding; (b)
consents to the jurisdiction of the such court in any such suit, action or other
legal proceeding.

            5.9 AGENT. The Guarantor hereby irrevocably appoints Donald L. Smith
as agent for service of process and all other papers in connection with any
legal action or proceeding arising out of this Guarantee to be commenced or
prosecuted by Landlord.

            5.10 NOTICES. Any notice or demand, consent, approval or
disapproval, or statement required to be given by the terms and provisions of
this Guarantee, or by any law or governmental regulation, by either party to the
other, shall be in writing. All notices and other communications (other than
Rent bills) required to be given under this Lease shall be in writing, signed by
the party serving the notice or other communication, and sent by registered or
certified United States mail, return receipt requested, or reputable overnight
courier service, or by hand delivery against a receipt, to the address of the
party to whom given as set forth below or to such other address as either party
may designate in writing in the manner herein prescribed. All such notices and
other communication shall be deemed effective upon receipt. Addresses to which
notices shall be sent are, as follows:

            To Landlord:

            c/o W&M Properties of Connecticut, Inc. Metro Center
            One Station Place
            Stamford, Connecticut 06902
            Attention: Jeffrey H. Newman, Executive Vice President

<PAGE>

            with a copy to:

            Wien & Malkin LLP
            60 East 42nd Street
            New York, New York 10165
            Attention: Jack K. Feirman, Esq.


            To the Guarantor:

            Odyssey Re Holdings Corp.
            c/o Odyssey America Reinsurance Corporation
            300 First Stamford Place
            Stamford, Connecticut 06902
            Attention: Donald L. Smith, General Counsel

            With a copy at the same time and in the same manner to:

            Ms. Patricia Robinson
            Odyssey America Reinsurance Corporation
            300 First Stamford Place
            Stamford, Connecticut 06902

            5.11 SUCCESSORS AND ASSIGNS. This Guarantee shall be binding upon,
and be enforceable against the Guarantor and the Guarantor's heirs and legal
representatives, successors and assigns and shall inure to the benefit of
Landlord, its successors or assigns.

            5.12 HEADINGS AND CAPTIONS. The existence herein of article and
section headings or captions is for convenience only and no such headings or
captions will be used for the purposes of interpreting or construing the meaning
of any term or provision hereof.

            5.13 ENTIRE AGREEMENT. This Guarantee sets forth the entire
agreement and obligations of the Guarantor to Landlord and supersedes any and
all other understandings (whether oral or written) between them.


            IN WITNESS WHEREOF, the Guarantor has executed this Guarantee as of
the date first above written.

                                       ODYSSEY RE HOLDINGS CORP.

                                       By:  /s/ Donald L. Smith
                                            -------------------
                                       Name:  Donald L. Smith
                                       Title:  General Counsel



STATE OF CONNECTICUT                        )

                                              ss:

COUNTY OF FAIRFIELD                         )


            On this 23rd day of September, 2004, before me, personally appeared
Donald L. Smith, who acknowledged himself to be Senior VP of Odyssey Re Holdings
Corp., an Ontario corporation and that he being authorized so to do, executed
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself on behalf of said corporation as Senior VP.

<PAGE>

            IN WITNESS WHEREOF, I hereunto set my hand and official seal.


            /s/ Penelope N. Ciaston

            Notary Public

            PENELOPE N. CIASTON
              NOTARY PUBLIC
            MY COMMISSION EXPIRES JUNE 30, 2005