LEASE AGREEMENT

            THIS LEASE AGREEMENT (this "Lease"), made and entered into this
21st day of July, 1995, by and between THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation ("Landlord"), and MARKEL CORPORATION, a
Virginia corporation ("Tenant").

                                   ARTICLE I
                               DEMISE OF PREMISES

            Section 1.01.  Demise.  For and in consideration of the payment
of rent herein reserved to be paid by Tenant and the performance of the
covenants and agreements herein contained on the part of Tenant to be kept,
observed and performed, Landlord does hereby demise and lease to Tenant,
and Tenant does hereby take and hire, upon and subject to the terms and
conditions herein contained, that certain tract of land lying and being in
Henrico County, Virginia, and being commonly known as 4600 Cox Road,
Richmond, Virginia, and being more particularly described in Exhibit "A"
attached hereto and made a part hereof, together with all buildings,
structures and other improvements now or hereafter located thereon and all
appurtenances thereunto belonging, all right, title and interest of
Landlord in and to all roads, streets and lanes, whether public or private,
bounding said premises, all fixtures and all items of personal property
described in Exhibit "C" attached hereto and made a part hereof and all of
the Other Interests described in Exhibit "F" attached hereto and made a
part hereof (said land, improvements, appurtenances, rights, titles,
interests, fixtures, equipment and Other Interests are herein collectively
referred to as the "Premises"), all subject to the encumbrances set forth
in Exhibit "B" attached hereto and made a part hereof.

                                   ARTICLE II
                                 TERM OF LEASE

            Section 2.01.  Term of Lease.  The term of this Lease (the
"Term") shall commence on the date hereof (the "Commencement Date") and,
unless sooner terminated as herein provided, shall continue thereafter for
twelve (12) years, terminating on the 31st day of July, 2007 (the
"Expiration Date"); provided, however, the Term may be extended as provided
in Section 2.02 and Section 2.03 hereof.

            Section 2.02.  Options to Extend.  Tenant has the option to
extend this Lease for two (2) additional five (5) year terms, in accordance
with the following provisions.  Each option shall be automatically and
irrevocably terminated and waived by Tenant, unless Tenant provides
Landlord with a written notice (the "Extension Notice") which states that
Tenant has elected to extend this Lease in accordance with the terms
hereof, which notice shall be given no later than six (6) months prior to
the expiration of the Term then in effect, as such Term may be extended as
provided in Section 2.03 hereof.  The second extension option shall also
terminate automatically in the event that the first option to extend is not
exercised as aforesaid.  If there has been a (i) default or breach by
Tenant under this Lease and such default or breach is one as to which
Landlord must give written notice and an opportunity to cure in order for
such default or breach to become an Event of Default, (ii) Landlord has
delivered such notice to Tenant, and (iii) Tenant has failed to cure or
remedy such breach or default within thirty (30) days after receipt of such
notice (or such lesser period as may be required by this Lease), then no
extension option may be exercised by Tenant (unless Landlord has waived the
enforcement of this provision in a writing delivered to Tenant).  In
addition, no extension option may be exercised by Tenant if there is then
any default or breach by Tenant under this Lease or other event which, with
the passing of time would ripen into an Event of Default hereunder (unless
Landlord has received the enforcement of this provision in a writing
delivered to Tenant).  If the Term of this Lease is so extended, this Lease
and all terms and provisions hereof shall remain in full force except that
the Rent to be paid by Tenant during such option terms shall be as set
forth in Section 4.01 of this Lease.  All references in this Lease to the
Term shall be deemed to include any extension options which are validly
exercised in the manner set forth above.  In the event that (a) the
appraisal procedure described in Section 4.01 must be used in the
determination of the applicable Fair Market Rental Rate for the first or
second extension term of this Lease, and (b) the final determination of the
applicable Fair Market Rental Rate is not delivered to Tenant at least
seven (7) months prior to the expiration of the Term or extension Term, as
applicable, then the six (6) month period described in this Section 2.02
hereof by which Tenant is to provide Landlord with the Extension Notice
shall be reduced by the number of days (the "Appraisal Waiting Days")
between the date which is seven (7) months prior to the expiration of the
Term or extension Term, as applicable, and the date on which the final
determination of the applicable Fair Market Rental Rate is delivered to
Tenant, in order to provide Tenant with not less than thirty (30) days
after receipt of the final determination of the applicable Fair Market
Rental Rate within which to decide whether or not to extend this Lease.

            Section 2.03.  Extension of Current Term of Lease During
Extension Rent Determination.  The initial Term of this Lease, or, as
applicable, the first extension Term of this Lease, shall be extended by a
period of time equal to the Appraisal Waiting Days in the event that
(a) the appraisal procedure described in Section 4.01 must be used in the
determination of the applicable Fair Market Rental Rate for the first or
second extension term of this Lease, (b) if in such event the final
determination of the applicable Fair Market Rental Rate is not delivered to
Tenant at least seven (7) months prior to the expiration of the Term or
extension Term, as applicable, and (c) Tenant does not deliver the
Extension Notice in a timely fashion;  and in such event for such period
Tenant shall continue to be obligated to pay Rent at the then-existing rate
for such Term or extension Term, as applicable, and to perform all other
obligations of Tenant hereunder in accordance with all terms of this Lease
until the then current Term, as extended, shall expire.

                                  ARTICLE III
                COVENANTS AND WARRANTIES OF LANDLORD AND TENANT

            Section 3.01.  Authority of Landlord.  Landlord warrants that it
has full right and lawful authority to enter into this Lease and to keep
and perform the covenants herein contained.

            Section 3.02.  Authority of Tenant.  Tenant warrants that it has
full right and lawful authority to enter into this Lease and to keep and
perform the covenants herein contained.

            Section 3.03.  Quiet Enjoyment.  Landlord hereby warrants that,
unless an Event of Default shall have occurred and be continuing, the
Tenant's peaceful possession, use and enjoyment of the Premises in
accordance with this Lease shall not be interrupted or disturbed by the
Landlord or any person or entity claiming by, through or under the
Landlord.  Landlord will warrant and defend Landlord's title to the estate
granted hereby against the lawful claims of all parties claiming by,
through or under Landlord.

            Section 3.04.  Enforcement of Warranties.  Tenant hereby assigns
(to the extent such are assignable) and Landlord hereby accepts the
assignment of all of the Tenant's right, title and interest, if any, in any
and all warranties and other claims against dealers, manufacturers,
vendors, contractors and subcontractors relating to the construction, use
and maintenance of the Premises or any portion thereof.  Unless an Event of
Default shall have occurred and be continuing, Landlord authorizes Tenant,
at Tenant's expense, to assert for Landlord's account, all of Landlord's
rights under any applicable warranty or other claim assigned to it (as a
portion of the "Other Interests") hereunder that Landlord may have against
any vendor, manufacturer, contractor or subcontractor with respect to any
part of the Premises.

                                   ARTICLE IV
                       ANNUAL RENT AND ADDITIONAL RENTAL

            Section 4.01.  Rent.  Tenant covenants and agrees to pay
Landlord, in lawful money of the United States of America, without set-off
or deduction, during the Term as rent hereunder, a base annual rent (the
"Rent") during the following periods in the following amounts:



       Period                              Per Month         Per Year
Commencement Date through 12/31/95         $95,000.00  N/A (annual rent being
                                                       comprised of the sum of
                                                       the monthly rent)
1/1/96 through 12/31/96                    $96,900.00       $1,162,800
1/1/97 through 12/31/97                    $98,838.00       $1,186,056
1/1/98 through 12/31/98                   $100,814.75       $1,209,777
1/1/99 through 12/31/99                   $102,831.08       $1,233,973
1/1/00 through 12/31/00                   $104,887.67       $1,258,652
1/1/01 through 12/31/01                   $106,985.42       $1,283,825
1/1/02 through 12/31/02                   $109,124.33       $1,309,502
1/1/03 through 12/31/03                   $111,307.67       $1,335,692
1/1/04 through 12/31/04                   $113,533.83       $1,362,406
1/1/05 through 12/31/05                   $115,804.50       $1,389,654
1/1/06 through 12/31/06                   $118,120.58       $1,417,447
1/1/07 through Expiration Date            $120,483.00  N/A (annual rent being
                                                       comprised of the sum of
                                                       the monthly rent)

The Rent shall be payable in accordance with the following provisions:

            (i)   Rent for the initial Term shall be payable in equal monthly
      installments as set forth above, in advance on or before the first day
      of each month.  The first such payment shall be due on the
      Commencement Date and Landlord shall prorate the Rent for the period
      from the Commencement Date to the first day of the first full calendar
      month after the date of this Lease, which prorated Rent shall be
      computed by multiplying one (1) monthly installment of Rent by a
      fraction the numerator of which is the number of calendar days from
      the Commencement Date to (but not including) the first calendar day of
      the first full calendar month after the Commencement Date and the
      denominator of which is the actual number of days in such month.

            (ii)  Rent for the first twelve (12) months of the first extension
      Term, if any, shall be equal to eighty-five (85%) percent of the then
      Fair Market Rental Rate (as hereinafter defined) for the Premises,
      payable in equal monthly installments, in advance on or before the
      first day of each month.  Rent for the remaining forty-eight (48)
      months of the first extension Term shall escalate annually at the rate
      of two percent (2%) per year over the preceding year's rent.

            (iii) Rent for the first twelve (12) months of the second
      extension Term, if any, shall be eighty-five (85%) percent of the then
      Fair Market Rental Rate for the Premises, payable in equal monthly
      installments, in advance on or before the first day of each month.
      Rent for the remaining forty-eight (48) months of the second extension
      Term shall escalate annually at the rate of two percent (2%) per year
      over the preceding year's rent.

            (iv)  In the event that in accordance with the terms of this Lease
      the expiration or termination of this Lease occurs other than on the
      last calendar day of a month, the last payment due under this Lease
      shall be prorated by a fraction, the numerator of which is the number
      of calendar days from and including the first calendar day of such
      month to and including the last day of the Term of this Lease, and the
      denominator of which is the actual number of days in such month.

            "Fair Market Rental Rate" for the Premises shall mean the rent at
which a willing landlord would agree to lease comparable premises in the
Innsbrook Corporate Center, or in a comparable office development in the
northwest suburbs of Richmond, Virginia, to a willing tenant of comparable
creditworthiness as the creditworthiness of Tenant (which, so long as
Tenant is a publicly held corporation, shall be determined, as to Tenant,
absent manifest error, as of the date of Tenant's most recent published
shareholders report immediately preceding the date which is no sooner than
12 months prior to the expiration of the then-current Term) on the last day
of the Term then in effect under a lease for a five (5)-year term (with a
five (5)-year renewal, in the case of the first extension) commencing on
the last day of the then-current Term that is similar in all material
economic and non-economic respects to this Lease, under the assumption that
neither the Landlord nor the Tenant is under any compulsion to lease.
Notwithstanding any provision in this paragraph to the contrary, in
comparing the material economic and non-economic aspects of this Lease with
a lease of comparable premises, as aforesaid, and in determining the Fair
Market Rental Rate for the Premises the following factors shall be
considered:

                  (a)   if and to the extent possible, a comparable lease shall
      be a fully "net" lease such as this Lease and, therefore, not a lease,
      (i) pursuant to which a landlord has or retains any obligation to make
      or pay for tenant improvements or leasing commissions, (ii) which is
      subject to any free rent, discounts, inducements or other concessions
      of value (other than the provision of such space for the term set
      forth in such lease), and (iii) pursuant to which Landlord retains any
      obligation to pay for operating expenses;

                  (b)   if a fully "net" lease is used for comparison purposes,
      no adjustment shall be made to the rental on such lease in calculating
      the Fair Market Rental Rate hereunder to adjust for any cost of
      leasing commissions, tenant improvements or other allowances, or rent
      or other economic concessions which would be incurred, paid for or
      made by a landlord on other than a fully "net" lease;

                  (c)   if a lease other than a fully "net" lease is used for
      comparison purposes, there shall be deducted from the rent on such
      lease the operating costs including, without limitation, taxes
      (including the types of "Taxes" as defined herein), charges (including
      the types of "Charges" as defined herein), insurance, utilities and
      services for the demise premises thereunder, which landlord is
      responsible to pay pursuant to the terms of such lease, or, if
      applicable, in the event of a lease for less than an entire building,
      the prorated share of such operating costs for the entire building,
      prorated based on a fraction obtained by dividing (i) the square
      footage of the space leased by the tenant under such lease by (ii) the
      total square footage of rentable space in such building); and

                  (d)   if a lease other than a fully "net" lease is used for
      comparison purposes which includes as part of its terms a tenant
      obligation to incur or pay the cost of leasing commissions (to be
      spread over the term thereof) or tenant improvements (to the "building
      standard" tenant improvements for such building only, and not in
      excess of the standard established by the current owner of such
      building as the standard tenant improvements for such building), the
      costs of these items shall be added back to the rental for comparison
      purposes hereunder;

it being the intention of the parties that the costs (and net economic
effect to landlord) of tenant improvements, leasing commissions and tenant
concessions have been accounted for in the provisions hereof which provide
that only 85%, not 100%, of Fair Market Rental Rate shall be the applicable
rental rate for an extension Term hereunder; and it being the intent of
Landlord and Tenant that since (i) this Lease is a fully "net" lease and
(ii) none of the foregoing items have been included in calculating the Rent
for the Term of this Lease, they should not be considered and should be
factored out in the aforesaid manner and not included within the
calculation of the rent for premises comparable to the Premises located in
the Innsbrook Corporate Center or the northwest suburbs of Richmond,
Virginia.

            The Fair Market Rental Rate for the Premises shall be determined
by Landlord, subject to the provisions set forth below and the guidelines
set forth above, and shall be designated by Landlord by written notice to
Tenant (the "Extension Rent Notice") delivered no sooner than eighteen (18)
months and no later than twelve (12) months prior to the expiration of the
then-current Term.  In the event that Tenant disagrees with Landlord's Fair
Market Rental Rate, then Tenant shall have the right to have the Fair
Market Rental Rate determined by appraisal, in which event Tenant shall
deliver written notice to Landlord no later than thirty (30) days after
receipt of Landlord's Extension Rent Notice, which written notice shall
request an appraisal determination of the Fair Market Rental Value, and
shall name an appraiser who must have at least ten (10) years experience in
the analysis of the rental value of, or the leasing of, office buildings in
the metropolitan Richmond, Virginia market.  Within twenty (20) days after
receipt of the notice from Tenant, Landlord shall, by written notice to
Tenant, name a second appraiser with at least ten (10) years experience in
the analysis of the rental value of or the leasing of office buildings in
the metropolitan Richmond, Virginia market, and each such appraiser shall
independently render its opinion of the Fair Market Rental Rate of the
Premises on the basis set forth in the immediately preceding paragraph.
The two (2) appraisers shall within thirty (30) days after Landlord names
its appraiser, each simultaneously submit to Landlord and Tenant a sealed
envelope containing their opinion of the Fair Market Rental Rate for the
Premises.  If the two opinions differ by ten (10%) or less, then the two
opinions shall be added together and divided by two (2) to determine the
Fair Market Rental Rate for the Premises.

            If the two opinions differ by more than ten percent (10%), then
the two appraisers shall agree upon and select a third appraiser with at
least ten (10) years experience in the analysis of the rental value or the
leasing of office buildings in the metropolitan Richmond, Virginia market.
If the two appraisers appointed by Landlord and Tenant are unable to agree
upon a third appraiser within ten (10) days after being notified by either
Landlord or Tenant that a third appraiser is required, then either Landlord
or Tenant may petition the Central Virginia Chapter of the Appraisal
Institute to appoint a third appraiser with the aforesaid requisite
experience.  The third appraiser shall render its opinion of the Fair
Market Rental Rate for the Premises and in doing so shall have access to
and shall review the previous opinions by the initial two (2) appraisers.
The third appraiser shall, within thirty (30) days after being selected,
simultaneously submit to Landlord and Tenant a sealed envelope containing
its opinion of the Fair Market Rental Rate for the Premises, provided that
in no event shall the opinion of the third appraiser be higher than the
higher of the opinions of the initial two (2) appraisers or lower than the
lower of the opinions of the initial two (2) appraisers.  Subject to the
foregoing limitation, the opinion of the third appraiser shall be
conclusive and final in determining the Fair Market Rental Rate for the
Premises.

            Landlord shall send to Tenant written notification of the Rent
payable for the first extension Term or the second extension Term, as
applicable, calculated in accordance with Section 4.01(ii) or (iii), as
applicable, and calculated in accordance with the foregoing provisions, as
soon as possible after the applicable Fair Market Rental Rate shall have
been determined.

            If for the first extension Term the initial two (2) opinions are
within ten percent (10%) of each other, then either or both of the initial
appraisers shall be eligible to serve at the second extension, but if such
initial two (2) opinions are not within ten percent (10%) of each other,
then none of the first three (3) appraisers shall be eligible to determine
the Fair Market Rental Rate for the second extension Term.

            Landlord and Tenant shall each pay the cost and expense of the
appraiser appointed by it and each shall pay fifty percent (50%) of the
fees and expenses of the third appraiser.

            Section 4.02.  Additional Rental.  Tenant covenants and agrees to
pay to Landlord, from time to time as provided in this Lease, and as
"Additional Rental":

            (a)   interest (hereinafter called "Interest") at the annual rate
      equal to the "prime rate" as announced by NationsBank or its
      successors, plus five percent (5%) on all installments of Rent not
      paid within five (5) days after the due date, until the date of
      payment;

            (b)   all other costs, expenses, amounts and sums which Tenant
      herein agrees to assume or pay to third parties in those circumstances
      where Tenant shall not be contesting the same in accordance with
      Section 11.01 of this Lease (and is not obligated to make payment
      pursuant to such provisions) and where Tenant shall fail or refuse to
      pay such third parties and the same is paid instead by Landlord after
      any prior written notice to Tenant if and to the extent such notice is
      required hereunder; and

            (c)   Interest at the rate specified above on the sums described
      in subparagraph (b) from the date paid by Landlord until paid or, if
      demand is required therefor by the terms of this Lease, from the date
      of demand until paid after requisite notice of failure of Tenant to
      pay if and to the extent any further such notice is required
      hereunder.

In the event of any failure on the part of Tenant to pay any Additional
Rental, Landlord shall have all the rights, powers and remedies provided
for in this Lease or at law or in equity or otherwise in the event of the
nonpayment of Rent.

            Section 4.03.  Net Lease; Non-Termination.  This Lease is a net
Lease and Rent and Additional Rental shall be paid without notice, demand
(except as expressly provided herein in the case of certain Additional
Rental), counterclaim, setoff, offset, deduction or defense, and without
abatement, suspension, deferment, diminution or reduction.  Except as
otherwise provided in this Lease, this Lease shall not terminate nor shall
Tenant have any right to terminate this Lease or be entitled to the
abatement of any Rent hereunder or any reduction thereof, nor shall the
obligations of Tenant under this Lease be otherwise affected, by reason of:

            (a)   any damage to or destruction of all or any portion of the
      Premises from whatever cause, except as provided in ARTICLE XIII or
      ARTICLE XIV;

            (b)   the prohibition, limitation or restriction of or
      interference with Tenant's use of all or any portion of the Premises
      (except when such constitutes a willful breach of Landlord's covenant
      of quiet enjoyment contained in Section 3.03 hereof caused by the
      intentional acts of Landlord);

            (c)   the failure on the part of Landlord to perform or comply
      with any term, provision or covenant of any other agreement to which
      Landlord and Tenant may be parties;

            (d)   the entry of a decree or order for relief by a court having
      jurisdiction over the Premises in respect of Tenant in an involuntary
      case under the federal bankruptcy laws, as now or hereafter
      constituted, or any other applicable federal or state bankruptcy,
      insolvency or other similar law, or appointing a receiver, liquidator,
      assignee, custodian, trustee, sequestrator (or similar official) of
      Tenant or for any substantial part of its property, or ordering the
      winding-up or liquidation of its affairs and the continuance of any
      such decree or order unstayed and in effect for a period of sixty (60)
      consecutive days;

            (e)   the commencement by Tenant of a voluntary case under the
      federal bankruptcy laws, as now constituted or hereafter amended, or
      any other applicable federal or state bankruptcy, insolvency or other
      similar law, or the consent by it to the appointment of or taking
      possession by a receiver, liquidator, assignee, trustee, custodian,
      sequestrator (or other similar official) of Tenant or for any
      substantial part of its property, or the making by it of any
      assignment for the benefit of creditors, or the failure of Tenant
      generally to pay its debts as such debts become due, or the taking of
      corporate action by Tenant in furtherance of any of the foregoing; or

            (f)   any claim which Tenant has or might have against Landlord.

Except as otherwise expressly provided in this Lease, Tenant waives, to the
extent permitted by law, all rights now or hereafter conferred by statute
or otherwise to quit, terminate or surrender this Lease or the leasehold
estate in the Premises or any part thereof, or to any abatement,
suspension, deferment, diminution or reduction of Rent.  It is the purpose
and intent of Landlord and Tenant that Rent and Additional Rental (where
payable to Landlord) shall be absolutely net to Landlord, so that this
Lease shall yield, net, to Landlord, the Rent specified in Section 4.01 and
the Additional Rental specified in Section 4.02 hereof throughout the Term,
and, except as provided in Section 5.01 and Section 11.01 and except as
otherwise expressly provided in this Lease, that to the extent permitted by
law, (i) all costs, expenses and obligations of every kind or nature
whatsoever relating to the Premises which may arise and become due as
specified in Sections 5.01 and 5.02 hereof or elsewhere herein during the
Term shall be paid by Tenant, and (ii) Landlord shall be indemnified and
saved harmless by Tenant from and against the same.

                                   ARTICLE V
                         TAXES, ASSESSMENTS AND CHARGES

            Section 5.01.  Taxes and Assessments.  Subject, to the extent
applicable, to the following provisions of this Section 5.01 and to the
provisions of Sections 5.03 and 11.01 hereof (concerning "Permitted
Contests"), Tenant covenants and agrees to discharge and pay before the
same become delinquent and before any fine, penalty or interest may be
added for nonpayment, any and all taxes, assessments, license or permit
fees, excises, water rates and charges, governmental, community and private
assessments, imposts and charges of every nature and classification,
general and special, ordinary and extraordinary, unforeseen as well as
foreseen, of every kind and nature whatsoever (all or any one of which are
hereinafter referred to as "Tax") that at any time during the Term and any
extension thereof are levied, assessed, charged, laid or imposed, or become
due and payable, upon the Premises or Landlord's fee simple and/or
reversionary interest in the Premises or any Rent or Additional Rental
reserved or payable hereunder (including any gross receipts or other taxes
levied upon, assessed against or measured by the Rent or Additional
Rental); provided, however, that if at any time during the Term the methods
of taxation prevailing at the commencement of the Term shall be altered so
that any imposition which at the commencement of or during the Term is or
shall be levied, assessed or imposed on real estate and the improvements
thereon is thereafter levied, assessed or imposed wholly or partially
(a) on the rents received from real estate or the improvements thereon, or
(b) as a tax assessment, levy or license fee (regardless of the form and
regardless of the taxing authority) upon Landlord, measured by Rent and
Additional Rental payable under this Lease, then all such substitute taxes,
assessments, levies or license fees shall be deemed to be included within
the meaning of the term "Tax" for purposes hereof, and Tenant shall pay and
discharge the same as herein provided in respect to the payment of Tax.
Tax due during the final year of the Term, or if this Lease is extended,
the final year of any extension Term, will be prorated.

            Notwithstanding any provision in this Lease to the contrary,
(i) Tenant shall not be deemed to be in default under this Lease until ten
(10) days after Tenant has received copies of such bills and assessments
for Taxes (whether from Landlord or from the authority imposing such
Taxes); (ii) except for any tax now or hereafter imposed specifically on
rents, Tenant shall not be required to pay or reimburse Landlord for the
payment of Landlord's federal, state or local income tax (including any
interest, penalties and additions to tax thereon or thereto) or any profit,
inheritance, estate, succession, gift or franchise tax (regardless how
named or denominated), any transfer tax imposed upon the sale of all or a
part of Landlord's interest in the Premises, any tax, assessment, charge or
levy imposed or levied upon or assessed against any property other than the
Premises, any income or any business activity of Landlord, or any tax
resulting from the misconduct (including tax fraud) of Landlord.

            Section 5.02.  Charges.  Subject, to the extent applicable, to
the provisions of Sections 5.01, 5.03 and 11.01 hereof (concerning
Permitted Contests), Tenant covenants and agrees that it shall pay in
accordance with usual and customary business practices, as such shall
become due, all charges for all public or private utility services and
other services and service contracts with respect to the Premises
including, but not limited to, water, sewer, gas, light, heating and air
conditioning, telephone, telecommunications, electricity, trash removal,
security, power and other utility and communications services (all or
anyone of which are hereinafter referred to as a "Charge") that at any time
during the Term are rendered or become due and payable with respect to the
Premises.

            Section 5.03.  General.  Tenant shall prepare and file all
reports and returns required by law and governmental regulations with
respect to any Tax and shall furnish copies thereof to Landlord.  Landlord
and Tenant shall promptly forward to the other, upon receipt, copies of any
bill or assessment respecting any Tax or Charge; provided, however, that if
(i) Tenant has not received a copy of a bill or assessment respecting any
Tax or Charge from any party other than Landlord, (ii) Landlord has
received a copy of such bill or assessment and has failed to deliver such
copy of such bill or assessment to Tenant within fifteen (15) days after
Landlord's receipt of such bill or assessment, (iii) as a result thereof
Tenant has received such copy of such bill or assessment less than five (5)
business days prior to the date such payment under such bill or assessment
is due, and (iv) Tenant pays such bill or assessment within five (5)
business days after receipt of such copy of such bill or assessment, then,
to the extent that any penalty or interest or late charge is incurred as a
result of the foregoing, Landlord shall be liable for, and shall pay or
reimburse Tenant for, promptly upon demand, such penalties or interest or
late charge.  Upon request of Landlord, Tenant agrees to furnish and
deliver to Landlord receipts evidencing the payment of any Tax and/or
Charge payable by Tenant as in Sections 5.01 and 5.02 provided.  If any Tax
and/or Charge may be paid in installments, Tenant shall be obligated to pay
only such installments as they become due; provided, however, that any and
all installments which are incurred during the Term, as the same may be
extended, and become due and payable after the expiration of the Term shall
be paid on or before the date which is prior to the expiration of the Term,
or, in event of the termination of this Lease, prior to the date of such
termination.  Any Tax or Charge for the year in which this Lease terminates
or expires shall be prorated between Landlord and Tenant as of such
termination or expiration date, except that Landlord shall not be liable
for any Charge arising pursuant to a private service contract, which
contract is not terminable upon thirty (30) or fewer days notice to the
service contract party, and that Landlord shall not be liable for any
Charge which is incurred on account of Tenant's occupancy of the Premises
or Tenant's business within the Premises and not on account of the
operation and maintenance of the Premises.  Subject, to the extent
applicable, to the provisions of Sections 5.01 and 11.01 and the other
provisions of this Section 5.03, if Tenant fails to pay any Tax and/or
Charge (or any installment thereof) when due, Landlord, after prior notice
to Tenant and Tenant's continued failure to pay or contest the same within
five (5) business days after receipt of such notice (provided, however,
that Landlord shall not be obligated to deliver such prior notice to
Tenant, and Tenant shall not be entitled to such cure period, with respect
to any Tax or Charge as to which Tenant has theretofore received a copy of
such bill or assessment or other notice of the due date thereof from
Landlord), without declaring a default hereunder, may, but shall not be
obligated to, pay any such Tax and/or Charge (or any installment thereof)
and any amount so paid by Landlord, together with all reasonable costs and
expenses incurred by Landlord in connection therewith, shall constitute
Additional Rental hereunder and shall be paid by Tenant to Landlord on
demand with Interest thereon in the manner provided in Section 4.02.
Tenant's obligation to pay Taxes and Charges which accrue during the Term
and any extension thereof shall survive any termination of this Lease.  If
Landlord shall receive a refund of all or part of any Tax or Charge paid by
Tenant with respect to the Premises, then, so long as there is no Event of
Default hereunder, Landlord shall pay the same to Tenant promptly upon
receipt thereof, which obligation of Landlord shall survive any expiration
of this Lease or any termination of the Lease which arises other than on
account of the breach or default of the Tenant.

                                   ARTICLE VI
                       CONDITION AND USE OF THE PREMISES

            Section 6.01.  Condition of the Premises.  Tenant, being the
parent corporation of Evanston Insurance Company, which has this day sold
the Premises to Landlord, hereby acknowledges, warrants, represents,
covenants and agrees that the Premises in its present state is accepted as
being in good order and condition and that the Premises comply in all
respects with the requirements of this Lease, and is in all respects
suitable for the purposes intended by Tenant.  Landlord leases the Premises
and Tenant accepts the Premises, "as is" at the date hereof without
representation or warranty by Landlord, express or implied, in fact or by
law, and without recourse to Landlord, with respect to:  (i) the condition
of the Premises, including, but not limited to the soil and subsurface
conditions thereof; (ii) the ability to use the Premises for any particular
purpose; (iii) access to or from the Premises; (iv) the existence or
adequacy of present or future availability of any utilities to service the
Premises, including, but not limited to, drainage and sewage facilities; or
(v) any other matter whatsoever with respect to the Premises.

            Section 6.02.  Maintenance and Repairs.  Except for repairs
caused by the willful misconduct or gross negligence of Landlord, or its
agents, employees, contractors or servants (which Landlord shall promptly
and properly repair, at Landlord's sole cost and expense, to a condition at
least as good as existed immediately prior to such act by Landlord, or its
agents, employees, contractors or servants of gross negligence or willful
misconduct), Tenant shall, at its own cost and expense, maintain the
Premises, including the buildings and improvements now or at any time
erected thereon, the exterior walls, roofs, foundations and structural
frame of any and all such improvements or buildings, the interior of any
and all such improvements or buildings, including, but not limited to, the
electrical systems, heating, air conditioning and ventilation systems,
plate glass, windows and doors, sprinkler and plumbing systems, and any
access ways and other paved areas upon the Premises and the sidewalks,
curbs, roadways, parking areas, landscaping, grounds, fences and vaults, if
any, and all other items of the Premises and improvements, exterior and
interior, structural and nonstructural, in good, first class and Class "A"
order, condition and repair, in a manner not less than the order, condition
and repair of other first class office buildings in the Innsbrook Corporate
Center development, ordinary wear and tear excepted, subject to Tenant's
obligation to provide such ongoing maintenance of the Premises, including
repairs as necessary of items suffering from ordinary wear and tear, which
will maintain the Premises and improvements in the foregoing first class
order, condition and repair.  Tenant shall promptly at the Tenant's sole
cost and expense make all necessary repairs, interior and exterior,
structural and non-structural, ordinary as well as extraordinary, foreseen
as well as unforeseen, with respect to the foregoing items of maintenance
and repair.  Repairs shall include replacements or renewals when reasonably
necessary, and all such repairs made by the Tenant shall be equal in
quality and class to the original work.  Tenant shall keep and maintain all
portions of the Premises and the sidewalks, walkways and parking areas
adjoining the same in a clean and orderly condition, free of accumulation
of dirt, rubbish, snow and ice.  Without limiting the foregoing, on or
before November 1, 1995 Tenant shall repair, replace and/or renovate, as
applicable, the items of repair set forth in that certain letter from
Landlord to Tenant dated June 8, 1995, a copy of which is attached hereto
as Exhibit "G".

            Section 6.03.  Tenant's Personal Property; Indemnity.  All
personal property now or hereafter placed or installed in the Premises by
Tenant or any other occupant of the Premises or any part thereof, whether
owned or leased ("Trade Fixtures") shall be and remain Tenant's or such
other occupants' property at Tenant's or such other occupants' sole risk,
and Landlord shall not be liable for and Tenant hereby releases Landlord
from any and all liability for theft thereof or any damage thereto except
for damage caused by the willful misconduct or gross negligence of Landlord
or its agents, employees, contractors or servants, from which liability
Landlord is not hereby released.  Tenant and such other occupants shall
have the right to install in the Premises additional Trade Fixtures
required by them or used by them in their business or otherwise desired by
them and otherwise in accordance with applicable law and lease (or
sublease) restrictions, and to remove any and all Trade Fixtures upon
expiration or termination of this Lease; provided, however, that Tenant
shall repair and restore any damage or injury to the Premises (to the
condition in which the Premises existed prior to such installation, whether
prior to, contemporaneous with or subsequent to the date of this Lease,
ordinary wear and tear excepted, subject to Tenant's obligation to provide
such ongoing maintenance of the Premises, including repairs as necessary of
items suffering from ordinary wear and tear, which will maintain the
Premises and improvements in the foregoing first class order, condition and
repair) caused by the installation and/or removal of any such Trade
Fixtures.

            Section 6.04.  Changes and Alterations.  Provided no Event of
Default has occurred and is continuing, Tenant may at its sole cost and
expense make changes and alterations (both structural and non-structural)
to the improvements located on the Premises or any part thereof, as the
Tenant shall deem necessary or desirable, which such changes and
alterations shall be made in all cases subject to the following conditions
which Tenant covenants hereby to observe and perform:

            (a)   No change or alteration shall be undertaken until Tenant
      shall have procured and paid for all applicable permits and
      authorizations required with respect to such change or alteration by
      any applicable municipal, county, state and other governmental permits
      and authorizations of the entity having jurisdiction over the Premises
      and such changes and alterations and Landlord hereby agrees, at no
      cost to Landlord, to join in the application for such permits or
      authorization whenever such action is necessary;

            (b)   No structural change or alteration shall be undertaken until
      detailed plans and specifications have first been submitted to
      Landlord and have been approved in writing by the Landlord.  Once
      approved, no changes to such structural plans and specifications may
      be made without the prior written consent of Landlord, which consent
      to such changes shall not be unreasonably withheld;

            (c)   No changes or alterations involving an estimated cost of
      more than $500,000.00 ("Significant Alterations") shall be undertaken
      until either (i) Tenant shall have furnished to Landlord, at Tenant's
      sole cost and expense, a bond on which Tenant shall be the principal,
      and a surety company authorized to do business in the state of
      Virginia and reasonably satisfactory to Landlord shall be surety, and
      in form and content reasonably satisfactory to Landlord, conditioned
      upon the completion of and payment in full for such changes or
      alterations within a reasonable time, subject, however, to delays
      occasioned by strikes, lockouts, acts of God, inability to obtain
      labor or materials, governmental restrictions or similar causes beyond
      the control of Tenant, or (ii) Tenant shall have deposited with a
      national bank or title insurance company chosen by Landlord, subject
      to the consent of Tenant which shall not be unreasonably withheld,
      conditioned or delayed, to serve as escrow agent (the "Escrow Agent")
      a sum sufficient to pay the entire cost of such change or alteration
      as estimated by the architect or engineer under whose supervision the
      work is to be conducted, under an agreement whereby the Escrow Agent
      shall from time to time pay out sums upon the written request of
      Tenant, which shall be accompanied by a certificate of the architect
      or engineer in charge of the work, stating (x) that the sum requested
      is justly due to the contractors, subcontractors, material suppliers,
      laborers, engineers, architects or other persons, firms or
      corporations rendering services or materials for such changes or
      alterations, or is justly required to reimburse Tenant for
      expenditures made by Tenant in connection with such changes or
      alterations, and when added to all sums previously paid by the
      Landlord does not exceed the value of the work done to the date of
      such certificates; and (y) that the remaining funds so deposited by
      Tenant with the Escrow Agent will be sufficient upon completion of
      such work to pay for the same in full and, upon submission of proof
      reasonably satisfactory to Landlord that the work has been paid for in
      full, turn over to Tenant the balance of the funds so deposited by
      Tenant with Escrow Agent, with interest, to the extent any has been
      earned on such deposit.  Tenant shall also furnish Landlord at the
      time of any such request for payment with an official title search,
      endorsement to title insurance commitment or other title examination
      satisfactory to Landlord, that there has not been filed with respect
      to the Premises any mechanics or other lien which has not been
      discharged of record or bonded off in respect of any work, labor,
      services or materials performed, furnished or supplied, or claimed to
      have been performed, furnished or supplied, in connection with any
      such work.  Escrow Agent shall not be required to pay out any such sum
      when the Premises shall be encumbered with any such lien, unless the
      lien has been discharged from the Premises by bonding or otherwise and
      no longer encumbers the Premises.

            (d)   All Significant Alterations shall be conducted under the
      supervision of an architect or engineer and performed by a contractor,
      each of whom shall be licensed by all applicable authorities, insured
      to the reasonable satisfaction of Landlord and otherwise acceptable to
      Landlord in Landlord's reasonable discretion.

            (e)   All changes and alterations when completed shall be of a
      character as not to reduce, or otherwise adversely affect, the
      then-existing value of the Premises, nor to reduce the square footage
      of the Premises, nor change the character of the improvements as to
      the use thereof.

            (f)   All work done in connection with any change or alteration
      shall be done promptly and in a good and workmanlike manner and in
      compliance with all applicable building, zoning and other laws of the
      jurisdictions in which the Premises are located and with all
      applicable laws, ordinances, orders, rules, regulations and
      requirements of all federal, state and municipal governments and the
      appropriate departments, commissions, boards and officers thereof, and
      in accordance with the applicable orders, rules and regulations of the
      Board of Fire Underwriters where the Premises are situated or any
      other body exercising similar functions; the cost of any such change
      or alteration shall be paid in cash so that the Premises shall at all
      times be free of liens for labor and materials supplied or claimed to
      have been supplied to the Premises.  The work of any change or
      alteration shall be prosecuted with reasonable dispatch, delays due to
      strikes, lockouts, acts of God, inability to obtain labor or
      materials, governmental restrictions or similar causes beyond the
      control of Tenant excepted.  Tenant shall maintain or cause its
      contractors to maintain, (and, with respect to all Significant
      Alterations, deliver to Landlord within thirty (30) days after notice
      from Landlord requesting evidence of such insurance), the following
      insurance with respect to such work, which insurance shall be
      maintained by such contractors (or, at Tenant's option, by Tenant) at
      all times when any work is in process in connection with any change or
      alteration:  (i) workman's compensation insurance to the extent
      required by law (which may, to the extent permitted by law, be
      maintained by Tenant in lieu of the contractor) covering all persons
      employed in connection with the work and with respect to whom death or
      injury claims could be asserted against Landlord, Tenant or the
      Premises, and (ii) general liability insurance for the mutual benefit
      of Tenant and Landlord (which may, to the extent permitted by law, be
      maintained by Tenant in lieu of the contractor) in accordance with
      Section 12.01(i);  without limiting the foregoing, with respect to
      changes or alterations which are not Significant Alterations, Tenant's
      insurance coverage covering the aforesaid risks shall be satisfactory
      evidence of compliance with this requirement.  All such insurance
      shall be in a company or companies authorized to do business in the
      state of Virginia and reasonably satisfactory to Landlord, and all
      such policies shall be delivered endorsed "premium paid" by the
      company or agency issuing the same or with other commercially
      reasonable evidence of payment of the premium reasonably satisfactory
      to Landlord.

            (g)   All improvements and alterations (other than Trade Fixtures)
      made or installed shall immediately upon completion of installation
      thereof be and become the property of Landlord without payment
      therefor by Landlord, and shall be surrendered to Landlord upon
      expiration or sooner termination of the initial Term or any extension
      Term of this Lease.

            (h)   Anything in this Lease to the contrary notwithstanding,
      Tenant shall not be obligated at the end of the initial Term or any
      extension Term of this Lease to remove, change or restore to their
      original condition any improvements, changes or alterations to the
      Premises permitted hereby.  To the extent that any covenant of this
      Lease requires restoration to the state of the Premises as of the date
      hereof, and as to such permitted improvements, changes or alterations,
      Tenant shall be obligated at the end of the initial Term or extension
      Term of this Lease to restore such permitted improvements, changes or
      alterations to substantially their condition as of the later of the
      date hereof or the date of the completion of their construction or
      installation pursuant to the terms of this Article VI, in accordance
      with the standards, subject to the provisions and in compliance with
      the terms set forth in Section 6.02 hereof.

                                  ARTICLE VII
                          ADDITIONAL TENANT COVENANTS

            Section 7.01.  Compliance with Laws.  Tenant shall, at Tenant's
sole cost and expense, and subject to all of the provisions of this
Section 7.01, promptly comply in all respects with any and all present and
future laws, ordinances, rules, regulations, directives and standards of
all federal, state, county and municipal governments and all departments
and agencies thereof having jurisdiction over the Premises ("laws"),
including but not limited to, the making of all changes to the Premises
which now or hereafter may be required in order to comply with the
foregoing.

            Section 7.02.  Liens and Encumbrances.  Subject, to the extent
applicable, to the provisions of Sections 5.01, 5.03 and 11.01 hereof
(concerning Permitted Contests) and except for (i) the encumbrances set
forth in Exhibit "B", (ii) any judgment or other liens placed on the
Premises or any part thereof by or against Landlord or which result from
any act of or claim against Landlord and which judgment or other lien does
not arise from an obligation of Tenant pursuant to this Lease, (iii) liens
for Taxes, to the extent not yet due and payable, (iv) easements, rights of
way, covenants, conditions and restrictions and other encumbrances on the
Premises or any part thereof which are placed thereon subsequent to the
Commencement Date by Landlord or hereafter which are consented to in
writing by Landlord;  provided, however, that Landlord hereby agrees that
it shall, promptly upon written request, execute and deliver such
easements, agreements, terminations and/or other documents or instruments
(the "Easement Relocation Documents") reasonably necessary to relocate the
access road in front of the entrance to the building located on the
Premises to another location, so long as such new location shall not reduce
any parking for the Premises and any such relocation shall be accomplished
at no expense to Landlord, which Easement Relocation Documents shall be in
form satisfactory to Prudential (and Prudential agrees that it shall not
unreasonably withhold, condition or delay its consent to, and execution of,
the form of such Easement Relocation Documents), provided, however, that
Landlord shall have the right to require as a condition to Landlord's
execution of such Easement Relocation Documents that Landlord's owner's
policy of title insurance be appropriately endorsed to reflect such
relocation (and/or termination of such existing easement) and the
modification of the insured access easement, including an updated survey
and survey endorsement coverage showing the new location of the relocated
access easement and road, and (v) leases, subleases and licenses for all or
any part of the Premises in accordance with the terms of this Lease which
shall terminate or expire on or prior to the expiration or termination of
the current Term of this Lease (being the term of this Lease as then
currently exercised by Tenant, and not any extension Terms which have not
yet been exercised by Tenant), Tenant shall not create or permit to be
created or to remain, and, shall promptly discharge or remove or otherwise
render ineffective by payment or posting of a surety bond, or otherwise,
within ninety (90) days after filing of such lien, at its sole cost and
expense, any lien, encumbrance or charge (each or all of which are herein
referred to as "Lien") upon the Premises, or any part thereof or upon
Tenant's leasehold estate hereunder that arises from the use or occupancy
of the Premises by Tenant or by reason of any labor, service or material
furnished or claimed to have been furnished to Tenant or by reason of any
construction, repair or demolition by Tenant.  Notice is hereby given that
Landlord shall not be liable for the cost and expense of any labor,
services or material furnished or to be furnished with respect to the
Premises at or by the direction of Tenant or anyone holding the Premises or
any part thereof by, through or under Tenant and that no laborer's,
mechanic's or materialman's or other lien for any such labor, services or
materials shall attach to or affect the interest of Landlord in and to the
Premises.  Nothing in this Lease contained shall be deemed or construed in
any way as constituting the consent or request of Landlord, express or
implied, by inference or otherwise, to any contractor, subcontractor,
laborer or materialman for the performance of any labor or the furnishing
of any materials for any specific improvements or repair to or of the
Premises or any part thereof, nor as giving Tenant any right, power or
authority on behalf of Landlord to contract for or permit the rendering of
any services or the furnishing of any materialsthat would give rise to the
filing of any lien against the Premises or any part thereof.  If Tenant
fails to discharge, remove or otherwise render ineffective by payment,
posting of a surety bond, or otherwise, any Lien or to pay the cost of
compliance with any regulation as hereinabove provided, within thirty (30)
days after the date of filing of (or, if later, fifteen (15) days after the
date on which Tenant receives written notice from any party of) such Lien
or the due date of such Charge, Landlord, without declaring a default
hereunder and without relieving Tenant of any liability hereunder, may, but
shall not be obligated to, discharge or pay the same, either by paying the
amount claimed to be due or by procuring the discharge of such Lien by
deposit or by bonding proceedings, and any amount so paid by Landlord and
all reasonable costs and expenses incurred by Landlord in connection
therewith shall constitute Additional Rental hereunder and shall be paid by
Tenant to Landlord on demand with Interest thereon.  Landlord shall
cooperate with Tenant, at Tenant's sole cost and expense, as may be
reasonably necessary in connection with any litigation concerning such Lien
or Charge, provided that any such cooperation shall be fully consistent
with Landlord's interests in Landlord's sole discretion.

      In addition, Tenant agrees that Tenant shall use its best efforts in
good faith to obtain the modification of that certain Agreement (the "Dam
Easement") by and between The Innsbrook Corporation, a Virginia
corporation, The County of Henrico, and J.K. Timmons and Associates, Inc.,
a Virginia corporation, dated September 27, 1984, recorded December 12,
1984, in Deed Book 1937, at Page 872, Henrico County, Virginia records to
address the following objection to title to the Premises:  a portion of the
Dam Easement provides for a dam reconstruction easement, which is located,
in part, under the building located on the Premises.  The Dam Easement must
be modified to release the building area from the easement, by such
modification instruments(the "Dam Easement Modification Documents") as may
be acceptable to Landlord, which consent shall not be unreasonably
withheld, delayed or conditioned, provided, however, that Landlord shall
have the right to require as a condition to Landlord's approval of such Dam
Easement Modification Documents that Landlord's owner's policy of title
insurance be appropriately endorsed to reflect such release or relocation
(and/or termination of such existing easement) and the modification of the
location of the Dam Easement, including an updated survey and survey
endorsement coverage showing the new location of the relocated Dam
Easement.  Tenant shall use its best efforts to obtain such Dam Easement
Modification Documents (including the retaining of engineers, surveyors and
attorneys in order to analyze, effect and draft such Dam Easement
Modification Documents and attendant plans and proposals), on or before
August 1, 1996, and Tenant shall keep Landlord apprised of all material
efforts to obtain such Dam Easement Modification Documents.  In the event
that Tenant is unable to obtain such Dam Easement Modification Documents on
or before August 1, 1996, then Landlord shall thereafter have the right to
attempt in good faith to obtain such Dam Easement Modification Documents,
at the sole cost and expense of Tenant (up to a limit of $50,000.00, with
Landlord expenditures in excess thereof to be paid for by Landlord);
provided, however, that Landlord shall cooperate with Tenant in an effort
to minimize such costs and expenses, and Landlord shall keep Tenant
apprised of all material efforts to obtain such Dam Easement Modification
Documents.  Each of Landlord and Tenant shall coperate with the other in
such efforts to obtain such Dam Easement Modification Documents. 
Notwithstanding any provisions of this Lease to the contrary, in the event
that Landlord is not able to obtain such Dam Easement Modification
Documents, Tenant shall have no further liability or responsibility
whatsoever with respect to the relocation of the Dam Easement or the
obtaining of the Dam Easement Modification Documents. 

            Section 7.03.  Financial Reports and Operating Statements.
Annually, and quarterly where specified, Tenant shall furnish to Landlord
the financial information as follows:

            (a)   Certified Public Accountant ("C.P.A.") audited financial
      statements of Tenant for the most current fiscal year prepared and
      certified in accordance with generally accepted accounting principles
      and stating specifically in a certification addressed to Landlord that
      such C.P.A. acknowledges that Landlord is relying thereon; for so long
      as Tenant is a publicly held company, such certification may be in the
      form as generally distributed to Tenant's shareholders and may be
      delivered simultaneously with the distribution thereof to Tenant's
      shareholders and the public; and

            (b)   Quarterly unaudited financial statements prepared by Tenant
      in the form as generally distributed to Tenant's shareholders, to be
      delivered simultaneously with the distribution thereof to Tenant's
      shareholders and the public; and

            (c)   Internally prepared unaudited budget and expense operating
      statements for the Premises (including income and expenses, an annual
      rents schedule or copies of all subleases and amendments thereto not
      previously delivered to Landlord and a list of any subleases which
      have terminated) certified by Tenant to the best of Tenant's knowledge
      to be true and correct in all material respects (the "Operating
      Statements"); and

            (d)   Copies of paid tax receipts for the Premises for the most
      recent tax year; and

            (e)   A certified rent roll of all subleases of any portion of the
      Premises, in such detail as Landlord may reasonably require.
In addition, on a quarterly basis, Landlord may request that Tenant shall
furnish to Landlord quarterly Operating Statements for the Premises
certified by Tenant to the best of Tenant's knowledge.  All of the reports,
statements, and items required under this Section shall be complete and
accurate in all material respects and all such statements shall be in form
and substance reasonably satisfactory to Landlord in all material respects.
Tenant agrees to provide Landlord with such material additional financial,
management, or other information regarding Tenant and the Premises as
Landlord may reasonably request; provided, however, that for so long as
Tenant is a publicly held corporation, in the event that Landlord requests
such additional information regarding Tenant (and not relating solely to
financial information with respect to the Premises), Tenant shall have no
obligation to deliver any such information regarding Tenant which is not
otherwise publicly available, and any non-public information forwarded to
Landlord hereunder and identified by Tenant as "confidential" shall be kept
confidential by Landlord.  Except as otherwise set forth above, all of the
annual reports, statements, and items required under this Section must be
received each year this Lease is in force by the date which is one hundred
twenty (120) days after the end of the Tenant's fiscal year.  In addition,
Tenant shall allow Landlord or its authorized representatives at all
reasonable times and, so long as there is no Event of Default under this
Lease, upon not less than ten (10) business days prior notice, to examine
and make copies of all such books and records and all supporting data for
the Operating Statements and other records relating to the Premises to be
delivered to Landlord pursuant to the foregoing provisions of this Section
at Tenant's principal place of business or at such other place where such
books, records, and data may be located.  Tenant, at no cost or expense to
Tenant so long as there is not an Event of Default under his Lease, shall
cooperate with Landlord or such representative in effecting such
examination.

                                  ARTICLE VIII
                                INDEMNIFICATION

            Section 8.01.  Indemnification.  Tenant covenants and agrees to
indemnify, defend, and save harmless Landlord from and against any and all
liability, loss, damage, causes of action, suits, claims, demands or
judgments of any nature whatsoever (a) arising from any injury to or the
death of any person or damage to any property occurring on the Premises,
(b) in any manner arising out of or connected with the use, non-use,
condition, possession, operation, maintenance, management or occupation of
the Premises or any part thereof during the Term of this Lease or any
extensions thereof, (c) any negligence on the part of the Tenant or its
agents, contractors, servants, employees, licensees or invitees, or
(d) resulting from the violation by Tenant of any term, condition or
covenant of this Lease or of any contract, agreement, restriction, or
regulation affecting the Premises or any part thereof during the Term of
this Lease or any extensions thereof or the ownership, occupancy or use
thereof.  Tenant, at its sole cost and expense, shall defend Landlord
against such causes of action, suits, claims, and demands and be
responsible for such judgments as to which Landlord is indemnified.  In no
event, however, shall Tenant be obligated to indemnify, defend or save
harmless Landlord from any such liability, loss, damage, cause of action,
suit, claim, demand or judgment if the same shall be caused by, arise out
of or be in any manner connected to any gross negligence or willful
misconduct of Landlord or its agents, employees, contractors, servants,
successors or assigns.  Promptly upon receipt by Landlord of any summons,
complaint, lawsuit, charge or process in which there shall be asserted any
causes of action, suits, claims or demands against which Landlord is
indemnified in this Section 8.01, Landlord shall promptly cause the same to
be transmitted and delivered to Tenant unless it is manifest from such item
that such item has also been delivered to or served on Tenant.  Without
diminishing any of Tenant's obligations set forth above (except that if and
to the extent that Tenant is not aware of a matter and Landlord is aware of
a matter, Tenant shall not have an obligation to undertake the
indemnification actions set forth above in this Section 8.01 unless and
until Landlord has delivered to Tenant the following notice of such a
matter), Landlord shall deliver to Tenant written notice of the assertion
in writing against Landlord of any such cause of action, suit, claim or
demand promptly after Landlord receives knowledge thereof or the threat
thereof unless it is manifest that Tenant has theretofore received written
notice of such assertion.  The obligations of Tenant and Landlord under
this Section 8.01 shall survive any termination of this Lease and any
transfer or assignment by Landlord or Tenant of this Lease or any interest
hereunder.  Without diminishing any of Tenant's obligations set forth
above, Landlord agrees to cooperate, at the sole cost and expense of
Tenant, with Tenant in connection with any defense, counterclaim, or
cross-claim required by Tenant under this Section 8.01 in a manner which is
reasonably acceptable to Landlord and is consistent with the interests of
Landlord.

                                   ARTICLE IX
                                   SURRENDER

            Section 9.01.  Surrender.  Upon the Expiration Date or any
termination of this Lease, Tenant shall peaceably quit and surrender the
Premises to Landlord, and any and all machinery and equipment constructed,
installed or placed by Tenant thereon, which is used in or necessary for
the operation of the Premises, excepting Trade Fixtures, inventory,
merchandise and other personalty not comprising the Premises.  In the event
there is no Event of Default under this Lease, beyond any applicable grace
or cure periods herein provided, Tenant shall have the right upon a
termination or expiration of this Lease to remove from the Premises all
Trade Fixtures and other personal property and equipment located on the
Premises, except for machinery and equipment used in and necessary to the
operation of the Premises.  Any Trade Fixtures or other machinery and
equipment not so removed by Tenant on or before termination or expiration
of this Lease shall become the property of Landlord.

            Section 9.02.  Release of Landlord's Lien on and Removal of Trade
Fixtures.  All Trade Fixtures shall be exempt from the claims of any
Mortgagee or lien holder of Landlord without regard to the means by which
or the persons by whom the same are installed in or attached to the
Premises.  Landlord agrees to execute and deliver a waiver on the form
reasonably specified by the owner of any Trade Fixtures which relinquishes
any rights Landlord may now or hereafter have by virtue of this Lease to
the Trade Fixtures, except any rights which Landlord may hereafter hold as
a money judgment creditor (on the same basis and priority as other money
judgment creditors) in the event of an Event of Default and a levy or
judgment against Tenant for amounts due Landlord hereunder.  Tenant, at its
sole cost and expense, shall have the right at any time or from time to
time to remove any Trade Fixtures, and upon Landlord's written request
therefor, shall remove on the termination or expiration of this Lease all
or any Trade Fixtures from the Premises.  Tenant, at its sole cost and
expense, shall repair any damage caused thereby to the Premises.

                                   ARTICLE X
                           ASSIGNMENT AND SUBLETTING

            Section 10.01.  Tenant's Assignment.  Without in any way limiting
the express rights granted to Tenant pursuant to Section 10.02 below,
including, but not limited to, the right to sublet (in the manner and
subject to the conditions set forth below) the entire Premises for the then
remaining Term or extended Term, as applicable, so long as such sublease
constitutes a sublease, and not an assignment, in accordance with
applicable law, it being the intent of Landlord and Tenant under this Lease
that subleases shall be permitted, but assignments by Tenant shall be
restricted as hereinafter set forth (and Landlord agrees that if Tenant
enters into a sublease in accordance with the terms of Section 10.02 of the
entire Premises, and reserves and excepts from the term of such sublease
the last day of the Term of this Lease, that Landlord shall not have
grounds to claim that such sublease is in effect an assignment), Tenant
shall not have the right to assign this Lease or its leasehold interest in
the Premises, or any part thereof, or pledge, mortgage, hypothecate or
otherwise transfer as security for any debt or other obligation, all or any
portion of the Premises, without obtaining, in each and every instance, the
prior written consent of Landlord, which consent shall not be unreasonably
withheld; provided, however, no consent by Landlord to an assignment by
Tenant shall relieve the Tenant of its obligations under this Lease.  In
the event that Landlord grants such written consent, Tenant agrees to cause
any assignee to execute and deliver to Landlord an agreement, in form and
substance reasonably satisfactory to Landlord, pursuant to which such
assignee agrees to assume and to discharge all the obligations of Tenant
under this Lease, without, however, relieving Tenant of any such
obligations, and the receipt of such executed agreement shall be a
condition precedent to the effectiveness and validity of such consent.

            Section 10.02.  Tenant's Subletting.  Notwithstanding the
foregoing, Tenant shall have the right to sublease the Premises or any
portion of the Premises, subject, however, to the following conditions:

      (a)   Tenant may sublease to subtenants portions of the Premises, not
            to exceed 7,500 square feet in the aggregate for a single
            subtenant, without any requirement of obtaining the prior written
            consent of Landlord, but subject to the obligation to notify
            Landlord within 90 days after the execution of such sublease by
            the delivery to Landlord of a true, correct and complete copy of
            such sublease and any modifications thereof or side letters
            executed in connection therewith; and

      (b)   Tenant may sublease to subtenants portions of the Premises, equal
            to or in excess of 7,500 square feet in the aggregate for a
            single subtenant, with the requirement of obtaining the prior
            written consent of Landlord to such subtenant, which consent
            Landlord shall not unreasonably delay, condition or withhold, and
            may only be withheld or conditioned in the event that the
            identity of the subtenant (or the size of such subtenant's space
            so subleased) results in any non-compliance under, or other
            material obligation upon Landlord under ERISA; and subject to the
            obligation to notify Landlord within 90 days after the execution
            of such sublease by the delivery to Landlord of a true, correct
            and complete copy of such sublease and any modifications thereof
            or side letters executed in connection therewith; provided,
            however, that in the event that Tenant desires to enter into a
            sublease of the entire Premises for the entire remaining Term of
            this Lease, Tenant shall structure such sublease so as to be a
            sublease of this Lease, it being the intent of Landlord and
            Tenant that Tenant shall be permitted to enter into subleases of
            some or all of the Premises, but not assignments of this Lease,
            and that Tenant shall remain directly and primarily liable to
            Landlord with respect to all obligations of Tenant hereunder (and
            Landlord agrees that if Tenant enters into a sublease in
            accordance with the terms of Section 10.02 of the entire
            Premises, and reserves and excepts from the term of such sublease
            the last day of the Term of this Lease, that Landlord shall not
            have grounds to claim that such sublease is in effect an
            assignment);

provided, however, that none of the aforesaid provisions, and no consent by
Landlord to a subleasing by Tenant, shall relieve the Tenant of its
obligations under this Lease.  Tenant agrees that Tenant shall use
reasonable efforts to incorporate into the lease or sublease form used by
Tenant and presented to any proposed subtenant the sublease language (the
"Sublease Language") set forth on Exhibit "E" attached hereto and
incorporated herein by this reference (or such other language as is
reasonably acceptable to Landlord, which approval shall not be unreasonably
withheld, delayed or conditioned);  provided that such sublease is entitled
a "Sublease", "Sublease Agreement", "Subtenancy Agreement" or words of
similar import.

      Notwithstanding anything to the contrary set forth herein, without the
prior written consent of Landlord, which consent may be withheld in the
Landlord's sole discretion, Tenant shall have no right whatsoever to
sublease all or any portion of the Premises for any term which shall extend
beyond the then-current Term of this Lease (being the term of this Lease as
then currently exercised by Tenant, and not any extension Terms which have
not yet been exercised by Tenant), as the Term may have theretofore been
extended as set forth in Article II of this Lease, unless Tenant shall have
first received the prior written consent of Landlord to the provision of
the sublease which evidences that such subtenant acknowledges that the
sublease term extends beyond the current Term of the Lease and into an
extension term of this Lease which has not yet been exercised by Tenant,
and that in the event that Tenant does not exercise Tenant's option to
extend the Term of the Lease as set forth herein, such sublease shall
expire and terminate immediately upon the expiration of this Lease, which
consent to such sublease provision Landlord shall not unreasonably
withhold, delay or condition.

      In addition, the 4-inch conduit system leased pursuant to that certain
Letter Agreement (the "Conduit Lease") dated May 19, 1993 by and between
Virginia Metrotel, Inc. and Markel Corporation shall be deemed to be a
sublease pursuant to this Section 10.02, to which Landlord hereby consents,
provided, however, that if during the Term or any extension thereof the
lessee under the Conduit Lease should exercise any rights it may have to
purchase the conduit systems, the purchase price thereof shall belong to
Tenant, and in the event of such purchase and removal of any such conduits,
such removal shall be accomplished in accordance with the provisions of
this Lease relating to Trade Fixtures.

            Section 10.03.  Landlord's Assignment.  Landlord shall be
permitted to assign this lease or any of its interest herein, to any
assignee, without the necessity of any consent by Tenant; provided,
however, that, except as set forth in Section 18.01, no assignment by
Landlord shall relieve Landlord of its obligations under this Lease.

            Section 10.04.  Existing Leases.  With respect to those Leases
listed on Exhibit "F" attached hereto and made a part hereof (the "Existing
Mercer Leases"), as assigned by Evanston Insurance Company (an affiliate of
Tenant) to Landlord, (a) Tenant acknowledges and accepts the existence of
such Existing Mercer Leases, and acknowledges and agrees that neither the
Existing Mercer Leases nor any rights of the tenants thereunder shall
alter, diminish, reduce or modify any obligations of Tenant hereunder,
including, but not limited to, obligations to pay Rent and Additional Rent
hereunder, notwithstanding that parties other than Tenant have occupancy
rights under and pursuant to the Existing Mercer Leases and the space
demised thereby; (b) Tenant requests that Landlord permit Tenant to receive
and retain the rights to receive the rent and other performance by the
tenants under the Existing Mercer Leases, as if such Existing Mercer Leases
constituted subleases permitted hereby; (c) Landlord agrees that Tenant
shall be entitled to receive and retain the rights to receive the rent and
other performance by the tenants under the Existing Mercer Leases, as if
such Existing Mercer Leases constituted subleases permitted hereby;
(d) Landlord agrees that Tenant shall be entitled to negotiate with, take
actions with respect to, and otherwise deal with such tenants under the
Existing Mercer Leases, as if such Existing Mercer Leases constituted
subleases permitted hereby, and, in connection therewith Landlord agrees
that Landlord shall enter into any modification or amendment of such
Existing Mercer Leases as Tenant may direct Landlord in writing, subject to
Landlord's review and approval thereof, which shall not be unreasonably
withheld, delayed or conditioned, (e) Tenant shall have no right to modify
or amend any covenant set forth in any Existing Mercer Lease which would
increase or impose any new (or extended) obligations on Landlord or on the
successor in title to any landlord or lessor thereunder, after the
expiration of the Term of this Lease, and (f) Landlord hereby relinquishes
any rights to which Tenant is entitled under this Paragraph 10.04 during
the Term or extended Term of this Lease.

                                   ARTICLE XI
                                RIGHT TO CONTEST

            Section 11.01.  Permitted Contests.  Tenant, at its expense, may
contest by appropriate legal proceedings conducted in good faith and with
due diligence the amount, validity or application, in whole or in part, of
any Tax or Charge referred to in Sections 5.01 and 5.02 hereof or any Lien
referred to in Section 7.02 hereof; provided that (a) Tenant shall give
Landlord prior written notice of such contest, (b) Tenant shall first make
all contested payments (under protest if it desires) unless such proceeding
shall suspend the collection thereof from Landlord and Tenant and from Rent
under this Lease or from the Premises (meaning that the payment obligation,
and the other party's right to collect, such Tax or Charge is held in
abeyance, and cannot be enforced, pending the final resolution of such
contest or proceeding and during the pendency thereof), (c) no part of the
Premises or any interest therein or the Rent under this Lease shall be
subjected thereby to sale, forfeiture, foreclosure or interference (and, as
used herein, "subjected to" means that the entity or authority imposing
such Tax or Charge would have any right, which is not stayed during the
pendency of such proceeding, to do any of the foregoing) pending the final
unappealable resolution of such contest or proceeding and during the
pendency thereof, (d) pending the final unappealable resolution of such
contest or proceeding and during the pendency thereof, Landlord shall not
be subject to any civil or criminal liability for failure to comply with
any governmental regulation and the Premises shall not be subject to the
imposition of any Lien as a result of such failure other than the lien then
being contested.  Tenant agrees that it shall indemnify, defend, and save
Landlord harmless from and against, any and all losses, judgments, decrees
and costs (including all reasonable attorneys' fees and expenses) in
connection with any Permitted Contest and that, promptly after the final
determination of every Permitted Contest, Tenant shall fully pay and
discharge the amounts which shall be levied, assessed, charged or imposed
or be determined to be payable therein, together with all penalties, fines,
interests, costs and expenses resulting therefrom and will promptly comply
with any regulation of any governmental body or agency having jurisdiction
under which compliance is required.  Without diminishing any of Tenant's
obligations set forth above, Landlord agrees to cooperate, at the sole cost
and expense of Tenant, with Tenant in connection with any Permitted
Contests, in a manner which is reasonably acceptable to Landlord and is
reasonably consistent with the interests of Landlord in Landlord's sole
discretion.

                                  ARTICLE XII
                                   INSURANCE

            Section 12.01.  Insurance.  Tenant covenants and agrees that
Tenant will carry and maintain, at its sole cost and expense, the following
types of insurance, in the amounts and in form hereinafter required:

            (i)   Liability insurance in the Commercial General Liability form
      (or reasonable equivalent thereto) covering the Premises and Tenant's
      use thereof against claims for personal injury or death and property
      damage occurring upon, in or about the Premises, such insurance to be
      written on an occurrence basis (not a claims made basis), in  no event
      less than Two Million Dollars ($2,000,000.00) combined single limit
      per occurrence (or at least $1,000,000.00 primary single limit
      coverage with the required excess coverage through an umbrella excess
      policy), with an "umbrella"/"excess" liability policy insuring the
      risks insured under the Commercial General Liability policy to Ten
      Million Dollars ($10,000,000.00) for each policy year).

            (ii)  (A)   insurance in the "All-Risk" or equivalent form on a
      Replacement Cost Basis against loss or damage to all improvements now
      or hereafter located on the Premises; and in an amount sufficient to
      prevent Landlord or Tenant from becoming a co-insurer of any loss, and
      with a maximum deductible of $25,000.00, but in any event in an amount
      at least equal to the full replacement value of the improvements;
      provided, however, that (except during the final year of the Term, or
      the final year of any extension of the Term, of this Lease) so long as
      Tenant maintains an A.M. Best rating of its insurance company
      subsidiaries or divisions of not less than the average of the current
      ratings thereof (which are currently, A, A, A, and A-) Tenant shall be
      permitted to either increase its deductible to $500,000.00 or to co-
      insure (or self-insure as to such amount) up to $500,000.00 of such
      risk;

                  (B)   boiler and machinery insurance covering losses to or
      from any steam boilers, pressure vessels or similar apparatus, if any
      are so located on the Premises, requiring inspection under applicable
      state or municipal laws or regulations which are located at the
      Premises or on any other building systems for which such coverage is
      commercially available at reasonable rates, in amounts determined by
      Tenant to be appropriate or for such higher amounts as may at any time
      be reasonably required by Landlord and having a deductible of not more
      than Fifty Thousand Dollars ($50,000.00); coverage shall be on a broad
      form comprehensive basis;  provided, however, that (except during the
      final year of the Term, or the final year of any extension of the
      Term, of this Lease) so long as Tenant maintains an A.M. Best rating
      of its insurance company subsidiaries or divisions of not less than
      the average of the current ratings thereof (which are currently, A, A,
      A, and A-) Tenant shall be permitted to either increase its deductible
      to $500,000.00 or to co-insure (or self-insure as to such amount) up
      to $500,000.00 of such risk; and

                  (C)   worker's compensation insurance, if required by law, or
      other coverage, if required by law, in accordance with applicable law
      covering Tenant's employees and those of its subsidiaries and
      affiliates, such insurance to be to the extent necessary to protect
      Landlord, and the Premises against workmen's compensation claims.

            Section 12.02.  Policies.  All policies of the insurance provided
for in Section 12.01 shall be issued in form reasonably acceptable to
Landlord by responsible insurance companies (with an AM Best rating of no
less than A-, VIII) authorized to do business in the State of Virginia.
Each and every such policy:

            (i)   shall name Landlord, Tenant and any Mortgagee of Landlord,
      as an additional insured (or mortgagee, as applicable) as their
      respective interests may appear.  In addition, the coverage described
      in Section 12.01 (ii) shall also name Tenant, Landlord and its
      Mortgagee as loss payee as their respective interests may appear;

            (ii)  shall be described as to coverage and amounts in a
      certificate of insurance from the appropriate insurance carrier
      delivered to Landlord on or prior to the Commencement Date of this
      Lease.  Certificates of insurance which evidence the continued,
      renewed or replaced insurance required hereunder shall be procured by
      Tenant and delivered to Landlord within thirty (30) days prior to the
      expiration of such policies, describing coverage and amounts
      applicable under this Lease and as reflected in such policies;

            (iii) shall contain a provision that the insurer will give to
      Landlord and such other parties in interest at least thirty (30) days
      notice in writing in advance of  cancellation for non-payment of
      premiums; and

            (iv)  shall be written as a primary policy which does not
      contribute to and is not in excess of coverage which Landlord may
      carry.

Any insurance provided for in Section 12.01 may be maintained by means of a
policy or policies of blanket insurance, covering additional items or
locations or insureds, provided, however, that Landlord and any other
parties in interest as designated in this Lease shall be named as an
additional insured thereunder as their interests may appear, and the
requirements set forth in this Section 12.01 are otherwise satisfied.

            Section 12.03.  Failure to Carry.  In the event that Tenant shall
fail to carry and maintain the insurance coverages set forth in this
Section 12.01, Landlord may, upon fifteen (15) days notice to Tenant
(unless such coverages will lapse within such time period in which event no
such notice shall be necessary) and Tenant's failure to procure the same
and deliver reasonably satisfactory evidence thereof to Landlord within
said period, procure such policies of insurance and Tenant shall promptly
reimburse Landlord therefor.

                                  ARTICLE XIII
                           FIRE AND OTHER CASUALTIES

            Section 13.01.  Damage.  If any of the improvements or buildings,
including any parking garage on the Premises shall be damaged or destroyed
by fire or other casualty, Tenant, at Tenant's sole cost and expense, shall
promptly and diligently proceed to adjust the loss with the insurance
companies and arrange for the disbursement of insurance proceeds, and
repair, rebuild or replace such improvements, buildings, or parking garage,
so as to restore the Premises to the condition in which they were
immediately prior to such damage or destruction.  The net proceeds of any
insurance recovered by reason of such damage or destruction in excess of
the cost of adjusting the insurance claim and collecting the insurance
proceeds (such excess being referred to herein as the "Net Insurance
Proceeds") shall be held by any escrow agent which is reasonably acceptable
to Landlord and Tenant; and the Net Insurance Proceeds shall be released
for the purpose of paying the cost of restoring such improvements,
buildings or garage.   Such Net Insurance Proceeds shall be released to
Tenant, or to Tenant's contractors, from time to time as the work
progresses, pursuant to such requirements and limitations as may be
reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if
any), including, without limitation, lien waivers from each of the
contractors, subcontractors, materialmen and suppliers performing the work.
If the Net Insurance Proceeds (less any applicable deductible) are
insufficient to restore the Premises, Tenant shall be obligated to pay such
deficiency and the amount of any such deductible.

            If the Net Insurance Proceeds (regardless of the amount thereof)
exceed the full cost of the repair, rebuilding or replacement of the
damaged buildings improvements or parking garage, then the amount of such
excess Net Insurance Proceeds shall be paid to Landlord, provided, however,
that in the event that Tenant believes that Tenant shall be able to restore
the Premises for an amount less than the Net Insurance Proceeds available
in connection therewith, Tenant shall notify Landlord prior to commencement
of such repair or restoration with Tenant's proposals for repair or
restoration and opportunities for cost-saving, and Landlord agrees that
Landlord shall consider, and not unreasonably withhold its consent to, an
agreement for the retention of such cost savings by Tenant upon the
completion of such repairs or restoration.

            Section 13.02.  Plans.  Whenever Tenant shall be required to
carry out any work or repair and restoration pursuant to Section 13.01,
such work shall be performed in accordance with the provisions of
Article VI hereof and, in addition, and without limiting any of the
provisions of Article VI, Tenant, prior to the commencement of such work,
shall deliver to Landlord for Landlord's prior approval, which approval
shall not be unreasonably withheld, delayed or conditioned, a full set of
the plans and specifications therefor, together with a copy of all
approvals and permits which shall be required from any governmental
authority having jurisdiction.  After completion of any major repair or
restoration, Tenant shall, as soon as reasonably possible, obtain and
deliver to Landlord a Certificate of Substantial Completion from Tenant's
inspecting architect or engineer and a permanent Certificate of Occupancy,
if required by applicable laws, issued by the appropriate authority with
respect to the use of the Premises, as thus repaired and restored.  Any
such work or repair and restoration, in all cases, shall be carried out by
in a good and workmanlike manner with first quality materials.  If an Event
of Default shall have occurred and be continuing, Landlord may carry out
any such work or repair and restoration pursuant to the provisions of this
Article XIII and in such event, Landlord shall be entitled to withdraw
monies held pursuant to Section 13.01 for application to the reasonable
costs of such work from time to time as such costs are incurred.

            13.03.  Termination of Obligation to Rebuild.  Notwithstanding
Tenant's obligations to rebuild, repair or replace as herein provided, if
said buildings, improvements or parking garage are destroyed or damaged
during the last one (1) year of the Term of this Lease (being the last year
of the then current Term of this Lease, if no extension Term is available
to be exercised, or will be exercised by the Tenant), to the extent of
twenty-five percent (25%) or more of the greater of the then insured value
or, if greater, the then insurable value thereof, Tenant may, at its
option, elect by delivery of written notice of such election within ninety
(90) days after the occurrence thereof not to repair, replace and rebuild
the same, and in such event the Net Insurance Proceeds shall be paid to
Landlord; and provided, however, that this Lease and the other obligations
of Tenant shall remain in full force and effect, including, but not limited
to, the payment of Rent and Additional Rental less any amount actually
received by Landlord for reletting any portion of the Premises during the
remainder of such Term.

                                  ARTICLE XIV
                                  CONDEMNATION

            Section 14.01.  Total Condemnation.  If all of the Premises (or
so much thereof so that no portion of the Premises remaining is usable by
Tenant for its intended purpose in an economically feasible manner) shall
be taken for any public or quasi-public use under any statute or by right
of eminent domain or by private purchase in lieu thereof under threat of
condemnation, this Lease shall automatically terminate as of the date that
title to the Premises or portion thereof or the right to possession thereof
vests in the condemnor; provided, however, that such termination shall not
benefit the condemnor and shall be without prejudice to the rights of
either Landlord or Tenant to recover just and adequate compensation from
the condemning authority.  And in the event that in accordance with the
terms of this paragraph the termination of this Lease occurs other than on
the last calendar day of a month, all Rent and Additional Rental due under
this Lease shall be prorated by a fraction, the numerator of which is the
number of calendar days from and including the first calendar day of such
month to and including the last day of the Term of this Lease, and the
denominator of which is the actual number of days in such month.

            Section 14.02.  Partial Condemnation.  If a portion of the
Premises is condemned or taken by the United States or any other legal
entity having the power of eminent domain with respect thereto (or by
purchase in lieu thereof) and the part of the Premises remaining is usable
by Tenant for its intended purpose in an economically feasible manner, then
this Lease shall remain in full force and effect and Tenant shall forthwith
cause the Premises to be restored to a complete architectural unit for the
operation of Tenant's business.  Monthly Rent shall be reduced
proportionately to reflect the amount of the Premises usable by Tenant in
an economically feasible manner after such restoration.

            Section 14.03.  Awards.  The court in any condemnation proceeding
shall, if not prohibited by law, be requested to make separate awards to
Landlord and Tenant.  Landlord and Tenant agree to request such action of
the court.  This Article XIV, to the extent permitted by law, shall be
construed as superseding any statutory provisions now in force or hereafter
enacted concerning condemnation proceedings.  In the event of a partial
taking or purchase not resulting in a termination of this Lease, the net
proceeds of the award or purchase (and if and to the extent any portion of
the award is separately allocated to the repair or restoration of the
remaining portion of the Premises, such portion shall be first applied)
shall be used by Tenant to repair the buildings, improvements or parking
garage affected by the taking or purchase and the excess thereof shall be
paid to Landlord (except to the extent that such amount has theretofore
been awarded separately to Tenant); provided, however, that if the net
proceeds of the award or purchase are not sufficient to repair and/or
restore the Premises to a complete architectural unit for the operation of
Tenant's business, Tenant shall be responsible for the cost and expense of
the additional work to so repair or restore the Premises.  In addition, if
and to the extent any portion of the award is separately allocated solely
to the repair or restoration of the remaining portion of the Premises in
order to pay for the costs only of such repair or restoration as aforesaid
(the "Separate Repair Award"), and another portion or portions of the award
are allocated to all compensation for loss of use or property which cannot
be restored or replaced, then in the event that Tenant believes that Tenant
shall be able to repair and restore the Premises for an amount less than
the Separate Repair Award available in connection therewith, Tenant shall
notify Landlord prior to commencement of such repair or restoration with
Tenant's proposals for repair or restoration and opportunities for cost-
saving, and Landlord agrees that Landlord shall consider, and not
unreasonably withhold its consent to, an agreement for the retention of
such cost savings by Tenant upon the completion of such repairs or
restoration.

            Section 14.04.  General.  Nothing contained in this Lease to the
contrary shall be deemed to prohibit Landlord or Tenant from introducing
into any condemnation proceeding or proceedings with respect to the
Premises such appraisals or other estimates of value, loss and/or damage as
each may in its discretion determine.

                                   ARTICLE XV
                                    DEFAULT

            Section 15.01.  Tenant Events of Default.  The occurrence of any
of the following acts, events or conditions, regardless of the pendency of
any proceeding which has or might have the effect of preventing Tenant from
complying with the terms, conditions or covenants of this Lease, shall
constitute an "Event of Default" under this Lease:

                  (a)   Tenant fails to make any payment of Rent within
      ten (10) days after the due date thereof, or Tenant fails to make any
      payment of Additional Rent within ten (10) days after receipt of
      written notice from Landlord that Additional Rent is due; provided,
      however, the first two (2) times in any given calendar year during the
      Term that Tenant shall fail to make payment of Rent, it shall not be
      deemed an Event of Default under this Lease unless Tenant has not paid
      such past due Rent within five (5) days after receipt of written
      notice from Landlord that such Rent is past due; or

                  (b)   Tenant fails or refuses to fulfill or perform any other
      covenant, agreement or obligation of Tenant hereunder and such failure
      or refusal shall continue without correction for a period of
      thirty (30) calendar days after receipt of written notice from
      Landlord of such default; provided, however, that in the event of a
      default which cannot be cured within such 30-day period, then such
      cure period shall continue for so long as Tenant, after receiving such
      notice, proceeds to cure the default as soon as reasonably practicable
      and continues to take all steps necessary to complete the same within
      a period of time which, under all prevailing circumstances shall be
      reasonable, not to exceed, in any event, ninety (90) days; or

                  (c)   The estate or interest of Tenant in the Premises, or
      any portion thereof, or in this Lease is levied upon or attached in
      any proceedings and such process is not vacated or discharged within
      sixty (60) days after the date of such levy or attachment; or

                  (d)   There is any entry of a decree or order for relief by a
      court having jurisdiction in the Premises in respect of Tenant in an
      involuntary case under the federal bankruptcy laws, as now or
      hereafter constituted, or any other applicable federal or state
      bankruptcy, insolvency or other similar law, or appointing a receiver,
      liquidator, assignee, custodian, trustee, sequestrator (or similar
      official) of Tenant or for any substantial part of its property, or
      ordering the winding-up or liquidation of its affairs and the
      continuance of any such decree or order unstayed and in effect for a
      period of sixty (60) days; or

                  (e)   There is commenced by Tenant a voluntary case under the
      federal bankruptcy laws, as now constituted or hereafter amended, or
      any other applicable federal or state bankruptcy, insolvency or other
      similar law, or the consent by it to the appointment of or taking
      possession by a receiver, liquidator, assignee, trustee, custodian,
      sequestrator (or other similar official) of Tenant or for any
      substantial part of its property, or the making by it of any
      assignment for the benefit of creditors, or the failure of Tenant
      generally to pay its debts as such debts become due, or the taking of
      corporate action by Tenant in furtherance of any of the foregoing.

            Section 15.02.  Termination.  Upon the occurrence of any Event of
Default hereunder, Landlord shall have the right, at its election and
regardless of the availability to Landlord of any other remedy under this
Lease or by law or in equity provided, to give Tenant (then or at any time
thereafter while any such Event of Default exists or continues) written
notice of the termination of this Lease as of the date specified in such
notice of termination, which date shall be not less than fifteen (15) days
after the date of the giving of such notice.  On such termination date this
Lease and the Term and estate herein granted shall, subject to the
provisions of 15.05 hereof, expire and terminate, and all rights of Tenant
under this Lease shall expire and terminate.

            Section 15.03.  Reentry by Landlord.  Whether or not this Lease
has been terminated pursuant to Section 15.02 hereof, if an Event of
Default occurs, Landlord may, for and on behalf of Tenant and as Tenant's
legal representative, enter upon and repossess the Premises or any part
thereof by force, summary proceedings, ejectment or otherwise, and may
dispossess Tenant and remove Tenant and all other persons and any and all
property therefrom.  Landlord shall not be liable to Tenant or to any
person or entity claiming by, through or under Tenant for or by reason of
any such entry, repossession or removal, unless due to the gross negligence
or willful misconduct of Landlord or its agents, employees, servants or 
contractors.

            Section 15.04.  Rights upon Repossession.  At any time or from
time to time after the repossession of the Premises or any part thereof
pursuant to Section 15.03 hereof, and whether or not this Lease shall have
been terminated pursuant to Section 15.02 hereof, Landlord may at its
option (a) repair or alter the Premises in such manner as Landlord may deem
reasonably necessary or advisable so as to put the Premises in good order
and make the same rentable, and (b) relet or operate the Premises or any
part thereof for the account of Tenant for such term or terms (which may be
greater or less than the period which would otherwise have constituted the
remainder of the Term) and on such conditions (which may include
concessions or free rent) and for such uses as Landlord in its reasonable
discretion may determine, and may collect and receive the rents therefor.
All reasonable costs and expenses incurred by Landlord in the exercise of
its right to reenter and to relet the Premises, or any part thereof,
including, without limitation, reasonable attorneys' fees, construction and
alteration costs, brokerage fees and all such similar and dissimilar
expenses, shall be charged to Tenant and shall be and become the due
obligation of Tenant to pay Landlord, as Additional Rental, hereunder.  All
rental and other sums collected by Landlord during any period of reletting
of the Premises shall be and remain the property of Landlord and the total
collected amount thereof, to the extent it exceeds the sum of all
reasonable costs and expenses incurred in reletting as aforesaid, is herein
defined as the "Reletting Proceeds."  Landlord shall not be responsible or
liable for any failure to relet the Premises or any part hereof or for any
failure to collect any rent due upon any such reletting.  No repossession
of the Premises by Landlord shall be construed as an election to terminate
this Lease and the Term herein demised unless, in conjunction therewith, a
written notice of termination evidencing such intention is given to Tenant
as provided in Section 15.02 hereof.

            Section 15.05.  Liability of Tenant and Landlord.  No termination
of this Lease pursuant to Section 15.02 hereof or by operation of law or
otherwise (except as expressly provided herein) and no repossession of the
Premises or any part thereof pursuant to Section 15.03 hereof or otherwise,
shall relieve Tenant or Landlord of their respective liability and
obligations hereunder, all of which shall survive such termination or
repossession.  Landlord shall be entitled, at its election, to sue for and
receive each increment of Rent and Additional Rental as and when the same
shall become due, irrespective of whether Landlord shall have terminated
this Lease or reentered and relet the Premises or any portion thereof,
provided only that in the event of reletting, Tenant shall be entitled to a
credit for the Reletting Proceeds, if any, up to the amount of Rent and
Additional Rental that would otherwise have been due from Tenant to
Landlord hereunder.

            Section 15.06.  Right of Landlord to Perform for Tenant.
Notwithstanding any other provision of this Lease to the contrary, upon the
occurrence of any Event of Default hereunder, Landlord may, at its
exclusive option, take, on behalf of Tenant, whatever steps it deems
reasonably necessary to cure such Event of Default and to charge Tenant for
the costs and expenses attributable thereto.  Tenant shall pay all costs
and expenses immediately upon receipt of a statement thereof from Landlord.
Any such amounts, paid or unpaid, shall be deemed Additional Rental
hereunder.

            Section 15.07.  General.  Each right, power and remedy of
Landlord provided in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise shall be cumulative and concurrent and
shall be in addition to each and every other right, power or remedy
provided in this Lease or now or hereafter existing at law or in equity or
by statute or otherwise.  In addition to any other remedy provided in this
Lease, Landlord shall be entitled, to the extent permitted by applicable
law, to injunctive relief in the event of the violation or attempted or
threatened violation of any term, condition or covenant of this Lease or to
a decree compelling performance thereof.  The exercise by Landlord of any
one or more of the rights, powers or remedies provided in this Lease or now
or hereafter existing at law or in equity or by statute or otherwise shall
not preclude the simultaneous or later exercise by Landlord of any such
right, power or remedy.

                                  ARTICLE XVI
                             ENVIRONMENTAL MATTERS

            Section 16.01.  Definitions.  For purposes of this Article XVI:

                  (i)   "Contamination" as used herein means the uncontained or
uncontrolled presence of or release of Hazardous Substances into any
environmental media and into or on any portion of the Premises or any part
thereof so as to require remediation, cleanup or investigation under any
applicable Environmental Law.

                  (ii)  "Environmental Laws" as used herein means all federal,
state, and local laws, regulations, orders, permits, ordinances, and the
like concerning protection of human health and/or the environment.

                  (iii) "Hazardous Substances" as used herein means any
hazardous or toxic substance or waste as those terms are defined by any
applicable federal or state law or regulation (including, without
limitation, the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. 9601 et. sec. ["CERCLA"] and the Resource
Conservation and Recovery Act, 42 U.S.C. 6901 et. sec. ["RCRA"]) and
petroleum products and oil.

            Section 16.02.  Compliance.  Tenant warrants that all its
activities on the Premises, during the Term of this Lease will be conducted
in compliance with Environmental Laws.  Tenant warrants that it and the
Premises are, to the best of Tenant's knowledge, currently in compliance
with all applicable Environmental Laws and that there are no pending or, to
the best of Tenant's knowledge, threatened notices of deficiency, notices
of violation, orders, or judicial or administrative actions involving
alleged violations by Tenant or the Premises of any Environmental Laws.
Tenant, at Tenant's sole cost and expense, shall be responsible for
obtaining all permits or licenses or approvals under Environmental Laws
necessary for Tenant's operation of its business on the Premises and shall
make all notifications and registrations required by any applicable
Environmental Laws.  Tenant, at Tenant's sole cost and expense, shall at
all times comply with the terms and conditions of all such permits,
licenses, approvals, notifications and registrations and with any other
applicable Environmental Laws.  Tenant warrants that it has obtained all
such permits, licenses or approvals and made all such notifications and
registrations required by any applicable Environmental Laws necessary for
Tenant's operation of its business on the Premises.

            Section 16.03.  Hazardous Substances.  Except in compliance with
all laws and/or regulations and the requirements of any insurance carrier
insuring the Premises, Tenant shall not cause or permit any Hazardous
Substances to be brought upon, kept or used in or about the Premises.
Except in compliance with all laws and/or regulations and the requirements
of any insurance carrier insuring the Premises, Tenant shall not cause or
permit the release of any Hazardous Substances into any environmental media
such as air, water or land, or into or on the Premises.  If such release
shall occur during the Term or any extension thereof, Tenant shall
(a) immediately take all necessary steps to contain, control and clean up
such release and any associated Contamination, (b) notify Landlord, and
(c) take any and all other action which may be required by Environmental
Laws and governmental agencies, and/or reasonably required by Landlord
unless the release or violation of Environmental Laws shall have been
caused solely by any gross negligence or willful misconduct of Landlord or
its agents, employees, servants or contractors, in which event Landlord
shall be responsible for and shall pay all costs and expenses to remedy the
same.  Tenant shall under no circumstances whatsoever (i) treat, store or
dispose of any Hazardous Waste (as all such terms are defined by RCRA, and
the regulations promulgated thereunder) within the Premises, (ii) discharge
Hazardous Substances into the storm sewer system serving the Premises; or
(iii) install any underground storage tank or underground piping on or
under the Premises, other than as shall be reasonably required in the use
and occupancy of the Premises (or in replacement of such existing
underground storage tank or underground piping) and then only in full
compliance with all laws and/or regulations.

            Section 16.04.  Indemnity.  Except to the extent the same has
been made necessary solely by any gross negligence or willful misconduct of
Landlord or its employees, agents, contractors or servants, Tenant shall
and hereby does indemnify, defend Landlord and hold Landlord harmless from
and against any and all expense, loss, and liability suffered by Landlord,
by reason of Tenant's improper storage, generation, handling, treatment,
transportation, disposal, or arrangement for transportation or disposal, of
any Hazardous Substances (whether accidental, intentional, or negligent) or
by reason of Tenant's breach of any warranty or of the provisions of this
Article XVI.  Such expenses, losses and liabilities shall include, without
limitation, (i) any and all expenses that Landlord may incur to comply with
any Environmental Laws as a result of Tenant's failure to comply with the
terms of this Lease; (ii) any and all costs that Landlord may incur in
studying or remedying any Contamination at or arising from the Premises,
(iii) any and all reasonable costs that Landlord may incur in studying,
removing, disposing or otherwise addressing any Hazardous Substances that
Tenant improperly stored, generated, handled, treated, transported or
disposed of or failed to remove from the Premises; (iv) any and all fines,
penalties or other sanctions assessed upon Landlord by reason of Tenant's
failure to comply with Environmental Laws; and (v) any and all reasonable
legal and professional fees and costs incurred by Landlord in connection
with the foregoing.  The indemnity contained herein shall survive the
termination or expiration of this Lease but only with regard to conditions
or provisions which Tenant is obligated by this Lease to prevent, correct,
or comply with during the Term of this Lease and any extensions thereof.

                                  ARTICLE XVII
                              BROKERAGE PROVISIONS

            Section 17.01.  No Broker.  Landlord and Tenant represent and
warrant that no broker, commission agent, real estate agent or salesman has
participated in the negotiation of this Lease, its procurement or in the
procurement of Landlord or Tenant other than Kiniry and Company, Inc. (the
"Broker"), which has been retained by Tenant and has executed a waiver and
acknowledgment that Broker has been paid any and all commission in full.
Tenant hereby represents and warrants to Landlord that Broker is not and
shall not be, and Landlord and Tenant represent and warrant to each other
that no other person, firm or corporation is or shall be, entitled to the
payment of any fee, commission, compensation or other form of remuneration
in connection herewith in any manner.  Landlord and Tenant shall and do
hereby mutually indemnify and hold harmless each other from and against any
and all loss, cost, claim, damage or expense (including court costs and
reasonable attorneys' fees) arising from and out of or in any manner
connected with this Lease or any claim (meritorious or otherwise), demand
or assertion which is in the nature of a brokerage fee, commission or other
compensation for services rendered.  The terms of this 17.01 shall survive
any termination of this Lease.

                                 ARTICLE XVIII
                                 MISCELLANEOUS

            Section 18.01.  Landlord Liability.  No owner of the Premises,
whether or not named herein, shall have liability hereunder after such
owner ceases to hold title to the Premises, except for obligations which
may have theretofore accrued.  Neither Landlord nor any officer, director,
shareholder, partner or principal, whether disclosed or undisclosed, of
Landlord shall be under any personal liability with respect to any of the
provisions of this Lease, and if Landlord is in breach or default with
respect to Landlord's obligations or otherwise under this Lease, Tenant
shall look solely to the equity of Landlord in the Premises for the
satisfaction of Tenant's remedies.  It is expressly understood and agreed
that Landlord's liability under the terms, covenants, conditions,
warranties and obligations of this Lease shall in no event exceed the loss
of Landlord's equity interest in the Premises.

            Section 18.02.  Waiver.  Failure of Landlord or Tenant to insist
upon the strict performance by the other of any term, condition or covenant
of this Lease or to exercise any option, right, power, or remedy contained
in this Lease shall not be deemed to be nor be construed as a waiver of
such performance or relinquishment of such right now or subsequent hereto.
The receipt by Landlord or the payment by Tenant of any Rent or Additional
Rental required to be paid hereunder with knowledge of any default by
Tenant or Landlord hereunder shall not be deemed a waiver of such default.
No waiver by Landlord or Tenant of any provision of this Lease shall be
deemed to have been made unless expressed in writing and signed by Landlord
or Tenant, as the case may be.

            Section 18.03.  Waiver of Redemption.  Tenant hereby waives and
surrenders any right or privilege under any present or future constitution,
statute or law to redeem the Premises or to continue this Lease after the
termination of this Lease for any reason, and the benefits of any present
or future constitution, statute or rule of law which exempts property from
liability for debt or for distress for rent.

            Section 18.04.  Estoppel Certificates.  Within thirty (30) days
after written request of Landlord or Tenant, the other shall execute,
acknowledge and deliver to the requesting party (being either Landlord or
Tenant) and to any Mortgagee of or prospective purchaser from Landlord or
to any actual or prospective assignee or subtenant of Tenant, written
certificate certifying (a) that this Lease is unmodified and in full force
and effect (or if there have been modifications, that the Lease is in full
force and effect as modified, and stating the modifications), (b) the dates
to which Rent and Additional Rental payable by Tenant hereunder have been
paid, (c) that no notice has been received by or sent to Tenant of any
default by Tenant hereunder which has not been cured, except as to any
default specified in said certificate, (d) setting forth the amounts of
current rental payments and other matters set forth in this Lease, and
(e) other items with respect to this Lease as may be reasonably required by
Landlord or by any lender to, or purchaser from, Landlord or by Tenant or
any actual or prospective assignee or subtenant of Tenant.

            Section 18.05.  No Merger of Title.  There shall be no merger of
the leasehold estate created by this Lease with the fee estate of Landlord
by reason of the fact that the same person may own or hold both the
leasehold estate created by this Lease or any interest therein and the fee
estate in the Premises or any interest therein; and no such merger shall
occur unless and until all persons or entities (including any Mortgagee as
hereinafter defined with respect to the fee estate of Landlord) having any
interest in the leasehold estate created by this Lease or the fee estate in
the Premises shall join in a written instrument effecting such merger and
shall duly record the same.

            Section 18.06.  Mortgagee's Rights.  Subject to all the
provisions of this Section 18.06, this Lease may be either superior or
subordinate to any "Mortgage".  The term "Mortgage", as used in this Lease,
shall mean any and all mortgages, deeds to secure debt, deeds of trust, or
other instruments creating a lien or conveying a security interest at any
time and from time to time, granted by Landlord and affecting or
encumbering the title of Landlord to the Premises or this Lease.  The term
"Mortgagee" refers to the holder of the Mortgage.  Any Mortgagee may elect
to have this Lease superior to its Mortgage by signifying such election in
the Mortgage or by separate recorded instrument.  Upon request by any
Mortgagee, Tenant shall execute and deliver a written instrument, in a form
acceptable for recording in the real estate records of Henrico County,
Virginia, recognizing that this Lease is superior to a Mortgage and that,
upon foreclosure of or exercise of the power of sale contained in the
Mortgage, Tenant shall recognize and attorn to the purchaser at the
foreclosure sale as the Landlord under this Lease, subject to all the terms
and provisions of this Lease.  Upon request by Landlord or a Mortgagee,
Tenant shall subordinate its rights hereunder to a Mortgagee pursuant to
form of Subordination, Non-Disturbance and Attornment Agreement ("SNDA")
attached hereto as Exhibit "D" and made a part hereof, provided that
(i) Tenant's rights under this Lease shall remain in full force and effect,
(ii) any person (including Mortgagee) who becomes the holder of the
interest of the Landlord by virtue of foreclosure of the Mortgage or deed
in lieu thereof shall be subject to and bound by all the provisions of this
Lease.

            Section 18.07.  Separability.  Each and every covenant and
agreement contained in this Lease shall be for any and all purposes hereof
construed as separate and independent and the breach of any covenant by
Landlord or Tenant shall not discharge or relieve the other party from its
obligation to perform each and every covenant and agreement to be performed
by such party under this Lease.  All rights, powers and remedies provided
herein may be exercised only to the extent that the exercise thereof does
not violate applicable law and shall be limited to the extent necessary to
render this Lease valid and enforceable.  If any term, provision or
covenant of this Lease or the application thereof to any person or
circumstance shall be held to be invalid, illegal or unenforceable, by a
court of last resort having jurisdiction over the Premises, the validity of
the remainder of this Lease shall not be affected; this Lease shall not
terminate, and there shall be substituted for such illegal, invalid or
unenforceable provision a like provision which is legal, valid and
enforceable within the limits established by such court's final opinion and
which most nearly accomplishes and reflects the original intention of the
parties.

            Section 18.08.  Notices, Demands and Other Instruments.  All
notices, demands, requests, consents, and approvals desired, necessary,
required or permitted to be given pursuant to the terms of this Lease shall
be in writing and shall be deemed to have been properly given when
personally delivered (which shall include delivery by a nationally
recognized overnight delivery service, such as Federal Express, UPS, or
Airborne), or when sent by facsimile (with a copy forwarded by personal
delivery or registered or certified mail as provided herein), or after
being mailed by prepaid registered or certified mail, return receipt
requested, to the address for each party set forth below.


      If to Landlord:         The Prudential Insurance Company of America
                              One Ravinia Drive, Suite 1400
                              Atlanta, Georgia  30346
                              Attn:       Vice President, Asset Management;
                                          Prudential Real Estate
                              Investors; Mercer Plaza Building Lease Notices
                              Fax Number:  (404) 396-9246

      With a copy to:         The Prudential Insurance Company of America
                              One Ravinia Drive, Suite 1400
                              Atlanta, Georgia  30346
                              Attn:       Law Department; Mercer Plaza Building
                                          Lease Notices
                              Fax Number:  (404) 512-0495

      If to Tenant:           Markel Corporation
                              4551 Cox Road
                              Richmond, Virginia  23060
                              Attn:       Bruce Kay
                              Fax Number:       (804) 527-3810

      With a copy to:         Markel Corporation
                              4551 Cox Road
                              Richmond, Virginia  23060
                              Attn:       Gregory B. Nevers
                              Fax Number:       (804) 527-3810

or at such other address in the United States as Landlord or Tenant may
from time to time designate by like notice.  Rejection or other refusal to
accept or inability to deliver because of changed address of which no
notice was given shall be deemed to be receipt of the notice, demand,
request or other communication.  Such notices or other communication shall
be effective and deemed "received" for all purposes hereunder (i) in the
case of personal delivery or courier delivery, on the date of delivery to
the party to whom such notice is addressed as evidenced by the written
receipt signed on behalf of such party, (ii) if by overnight courier, on
the next succeeding business day after the deposit thereof with all
delivery charges prepaid, and (iii) in the case of registered or certified
mail, the earlier of the date receipt is acknowledged on the return receipt
for such notice or five (5) business days after the date of posting by the
United States Post Office.

            Section 18.09.  Successors and Assigns.  Each and every covenant,
term, condition and obligation contained in this Lease shall apply to and
be binding upon and inure to the benefit or detriment of the respective
legal representatives, heirs, successors and assigns of Landlord and
Tenant.  Whenever reference to the parties hereto is made in this Lease,
such reference shall be deemed to include the legal representatives,
successors, heirs and assigns of said party the same as if in each case
expressed.  The term "person" when used in this Lease shall mean any
individual, corporation, partnership, firm, trust, joint venture, business
association, syndicate, government or governmental organization or any
other entity.

            Section 18.10.  Headings.  The headings to the various Articles
and Sections of this Lease have been inserted for purposes of reference
only and shall not limit or define or otherwise affect the express terms
and provisions of this Lease.

            Section 18.11.  Counterparts.  This Lease may be executed in any
number of counterparts, each of which is an original, but all of which
shall constitute one instrument.

            Section 18.12.  Applicable Law.  This Lease shall be construed
under and enforced in accordance with the laws of the State of Virginia.

            Section 18.13.  Entire Agreement; Amendments.  This Lease sets
forth the entire understanding and agreement of Landlord and Tenant with
respect to the Premises; all courses of dealing, usage of trade and all
prior representations, promises, understandings and agreements, whether
oral or written, are superseded by and merged into this Lease.  No
modification or amendment of this Lease shall be binding upon Landlord and
Tenant, or either of them, unless in writing and fully executed.

            Section 18.14.  All Genders and Numbers Included.  Whenever the
singular or plural number, or masculine, feminine, or neuter gender is used
in this Lease, it shall equally apply to, extend to, and include the other.

            Section 18.15.  Time is of Essence.  Time is of the essence of
this Lease.  Whenever a day certain is provided for the payment of any sum
of money or the performance of any act or thing, the same enters into and
becomes a part of the consideration for this Lease.

            Section 18.16.  Short Form Lease.  Landlord and Tenant hereby
agree that this Lease shall not be recorded in the public records.  Either
Landlord or Tenant may require that such other party execute a Short Form
Lease.  The Short Form Lease shall be filed for record in the real estate
records of Henrico County, Virginia.  Any and all recording cost and tax,
if any, required in connection with the recording of the Short Form Lease
shall be at the sole cost and expense of Tenant.

            Section 18.17.  Holding Over.  In the event Tenant continues to
occupy the Premises after the last day of the last extension Term, a
tenancy from month to month only shall be created, and not a tenancy for
any longer period.

            Section 18.18.  Names.  Landlord and Tenant acknowledge that this
Lease does not effect an assignment or grant to Landlord of any right to
use the name "Markel" or any other name of Tenant or any other occupant of
the Premises; provided, however that nothing in this clause shall be
interpreted to restrict or limit any other rights Landlord may have by
contract or at law.  For so long as that certain Lease dated April 16, 1992
(the "Mercer Lease") between Rowe Properties--Southlake, L.P., as lessor,
and William M. Mercer, Inc., as lessee, with respect to approximately
26,994 rental square feet, Suite 400, of the Premises, as assigned by Rowe
Properties--Southlake, L.P. to Evanston Insurance Company, and as assigned
by Evanston Insurance Company to Landlord, remains in full force and
effect, Landlord agrees that Landlord shall not rename the Premises other
than the Mercer Plaza Building, provided, however, that without the prior
written consent of Landlord, Tenant shall have no right to modify or amend
any covenant set forth in the Mercer Space Lease with respect to such name
or other obligations which may be imposed on Landlord or on the successor
in title to any landlord or lessor thereunder.

            Section 18.19.  Mediation.  If a dispute arises out of or
relating to this Lease relating to whether Landlord has breached a covenant
of Landlord set forth in this Lease, whether repair or maintenance is
required pursuant to Section 6.02 of this Lease, whether changes or
alterations may be permitted pursuant to Section 6.04 of this Lease,
whether disbursements under Section 6.04 are due Tenant from the Escrow
Agent, or as to the interpretation of the provisions of Article XIII and
Article XIV as to repair or restoration of the Premises, and if the dispute
cannot be settled through negotiation, Landlord and Tenant agree first to
try in good faith, for a period not to exceed 60 days (commencing as of the
date either Landlord or Tenant delivers to the other a written notice to
commence mediation hereunder) to settle the dispute by mediation
administered by the American Arbitration Association under its Commercial
Mediation Rules before resorting to arbitration, litigation or some other
dispute resolution procedure.

            If such dispute, controversy or claim arising out of or relating
to this Lease or the breach thereof is not resolved through mediation as
aforesaid, the parties shall be restored to their pre-existing rights at
law and in equity.

            Notwithstanding the foregoing, nothing in this Section 18.19
shall be deemed to (i) limit the applicability of any otherwise applicable
statutes of limitation or the enforceability of any waivers contained in
this Lease; or (ii) limit either of the parties hereto to exercise self
help remedies provided for herein; or (iii) to obtain from a court
provisional or ancillary remedies such as (but not limited to) injunctive
relief or the appointment of a receiver.  Neither the exercise of self help
remedies nor the obtaining of provisional or ancillary remedies shall
constitute a waiver of the right of either party to arbitrate the merits of
the controversy.

            Section 18.20.  Innsbrook Association.  With respect to the
rights that Landlord may have, as owner of the Premises, under protective
covenants, easements, conditions, restrictions and agreements affecting any
of the land comprising the development known as "Innsbrook", including, but
not limited to, the rights to vote for directors of the Innsbrook
Association (the "Association") and for or against the acceptance of
assessments to operate the Association, Landlord and Tenant agree as
follows:

      (a)   Unless it is manifest that Landlord has theretofore received
written notice thereof, Tenant shall promptly forward to Landlord copies of
all written notices, materials, agenda and other communications to or from
the Association, and to or from other owners or members within the
Association, or otherwise materially related to the Association, and shall,
in addition, promptly inform Landlord and keep Landlord advised of other
material discussions and communications with such parties regarding
material issues related to the Association;  Landlord and Tenant shall
direct the Association to send notices from the Association to both
Landlord and Tenant;

      (b)   Tenant shall promptly inform Landlord of the date, time and
location of any meeting to be held of the Association or of members of the
Association with regard to issues applicable with respect to the
Association unless it is manifest that Landlord has theretofore received
written notice thereof;

      (c)   Landlord shall have the right to attend any such meetings in
order to address the issues relevant to the Landlord with respect to this
Lease and Landlord's ownership of the Premises;

      (d)   Tenant shall be entitled to exercise Landlord's right to vote, or
(if Landlord must cast such vote) to direct Landlord to vote, on any
matters arising with respect to the Association (except to the extent that
such matters relate to obligations arising after expiration of the Term),
provided that in Landlord's reasonable analysis such vote (or the position
evidenced by such vote) is not contrary to the respective rights and
obligations of Landlord and Tenant under the Lease, and that Tenant shall
have no right to bind Landlord to, or direct Landlord to incur, any
obligation without Landlord's prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed; and

      (e)   In the event that Tenant is to cast such vote or exercise any
right or take any action on behalf of Landlord in a manner permitted
hereunder, Landlord hereby agrees to execute and deliver to Tenant, the
Association and/or other owners of property comprising the Association such
certificates or other documentation as may be reasonably requested to
evidence Tenant's right to act for and on behalf of Landlord and its
successors and assigns in such matters.

            IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
by their duly authorized officers, have affixed their seals hereunto and
have delivered same, as of the day and year first above written.


                                    TENANT:

                                    MARKEL CORPORATION

                                    By:. . . . . . . . . . . . . . .
                                       Name:   Bruce A. Kay
                                       Title:  Vice President

                                    Attest:. . . . . . . . . . . . .
                                        Name:  Gregory B. Nevers
                                        Title: Assistant Secretary



                    (SIGNATURES CONTINUED ON FOLLOWING PAGE)
<PAGE>
                   (SIGNATURES CONTINUED FROM PRECEDING PAGE)


                                  LANDLORD:

                                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                  By:
                                  Name:     P. James Mehalso
                                  Title:    Vice President