AMENDMENT NUMBER ONE



                                       TO



                        STOP-LOSS REINSURANCE AGREEMENT



     WHEREAS, Odyssey Reinsurance Corporation (formerly known as Skandia America

Reinsurance Corporation) and Skandia Insurance Company Ltd (publ) ("Skandia")

entered into a Stop-Loss Reinsurance Agreement, effective December 31, 1995 (the

"Agreement"); and



     WHEREAS, Skandia assigned its rights and obligations under the Agreement to

ORC Re Limited (the "Retrocessionaire") pursuant to a Final Settlement Agreement

entered into as of January 1, 1999; and



     WHEREAS, Odyssey Reinsurance Corporation and Retrocessionaire wish to amend

the Agreement to reflect these changes,



     NOW, THEREFORE, in consideration of the mutual undertakings, agreements and

covenants hereinafter set forth (in which the capitalized terms shall have the

meanings set forth in Article 1 of the Agreement, as amended hereby), Odyssey

Reinsurance Corporation and the Retrocessionaire do hereby agree to the

following:



     1.  Section 1.1 of Article 1, "Definitions", of the Agreement is hereby

amended as follows:



          a.  The definition, "Annual Aggregate", is deleted in its entirety.



          b.  The definition, "Company", is amended to read in its entirety as

     follows:



             "Company": Odyssey Reinsurance Corporation, Hudson Insurance

        Company and Odyssey Reinsurance Company of Canada."



          c.  The definition, "Eligible Trust Account", is deleted in its

     entirety.



          d.  The definition, "Net Uncollectible Reinsurance Recoverable

     Write-Offs", is amended to read in its entirety as follows:



             " "Net Uncollectible Reinsurance Recoverable Write-offs": shall

        mean an amount equal to (a) Reinsurance Recoverables that qualify for

        write-off and have been written off during the period commencing with

        the Effective Time under GAAP, MINUS (b) the sum of Reinsurance

        Recoverables previously written off (without regard to the Effective

        Time) as to which a change in circumstance requires recharacterization

        as collectible, and money received by the Company in respect of

        Reinsurance Recoverables previously written off (without regard to the

        Effective Time), in each case during the period commencing with the

        Effective Time."



          e.  The definition, "Paid Losses", is amended to read in its entirety

     as follows:



             " "Paid Losses": an amount equal to the sum of (I) amounts paid by

        the Company with respect to Net Incurred Losses during the period

        commencing with the Effective Time and (ii) Net Uncollectible

        Reinsurance Recoverable Write-Offs."



          f.  The definition, "Subsidiary", is amended to read in its entirety

     as follows:



             " "Subsidiary": Hudson Insurance Company or Odyssey Reinsurance

        Company of Canada."



     2.  Section 2.2 of Article 2, "Reinsurance Ceded", of the Agreement is

hereby amended to read in its entirety as follows:



          "2.2  The Company may retrocede Reinsurance Ceded up to the amount of

     its actual calendar year loss development subject to the Aggregate Limit.

     The Retrocessionaire shall, subject to the Aggregate Limit, provide the

     Company, as beneficiary, with an Eligible Letter of Credit, with the

     Eligible Letter of Credit securing payment to the Company of the

     Reinsurance Ceded.

{PAGE}   2



          In consideration of Retrocessionaire having applied for and secured

     delivery of the Eligible Letter of Credit which is hereby acknowledged, the

     Company undertakes to use and apply any amounts which it may draw upon such

     Eligible Letter of Credit, without diminution because of any insolvency of

     the Company, for the following purposes:



             1)  To pay or reimburse the Company for the amount of Reinsurance

        Ceded owing to the Company if, for any reason, such Reinsurance Ceded is

        not paid in accordance with the terms of the underlying reinsurance

        agreements;



             2)  To make payment to Retrocessionaire of any balance as required

        in Article 7 hereof;



             3)  Where the Company has received notification of the non-renewal

        of the Eligible Letter of Credit, to obtain a cash deposit equal to the

        aggregate amount of the Reinsurance Ceded, and deposit such amount in a

        separate account, in the name of the Company, in any United States bank

        or trust company in trust for such uses and purposes specified in

        Section 7.2 of this Agreement as may remain executory after obtaining

        the cash deposit and for any period after such expiration date; and



             4)  Where Retrocessionaire has entered into any composition or

        arrangement (whether formal or informal) with its creditors generally

        or, because of considerations of Retrocessionaire's solvency or ability

        to pay, with any of its creditors; or has gone into liquidation (other

        than for the purpose of a reconstruction or amalgamation in

        circumstances such that the company resulting therefrom effectively

        agrees to be bound and/or assumes the obligations of Retrocessionaire

        under this Agreement); or has or has had a provisional liquidator or a

        receiver or an administrative receiver appointed over the whole because

        of considerations of Retrocessionaire's solvency or ability to pay any

        part of its assets or undertaking; or has suffered in any jurisdiction

        outside Ireland any events analogous to those specified hereinabove

        including the commencement of a voluntary case under the Federal

        Bankruptcy Code (as now or hereafter in effect) or in the event an

        involuntary case under said Code shall be instituted against

        Retrocessionaire and such proceeding shall continue undismissed for a

        period of thirty (30) days, to obtain a cash deposit equal to the

        aggregate amount of the Reinsurance Ceded on the date such event shall

        occur or such case shall be so commenced or instituted and deposit such

        amount in a separate account, in the name of the Company, in any United

        States bank or trust company, in trust for such uses and purposes

        specified in this Agreement as may remain executory after obtaining the

        cash deposit and for any period after such expiration date."



     3.  Section 2.3 of Article 2, "Reinsurance Ceded", of the Agreement is

hereby amended to read in its entirety as follows:



          "2.3  Notwithstanding anything to the contrary contained in Section

     2.2 hereof, to the extent Paid Losses exceeds the Attachment Point, the

     Retrocessionaire will pay the Company dollar for dollar such amounts up the

     Aggregate Limit."



     4.  Section 4.1 of Article 4, "Commencement and Term of this Agreement", of

the Agreement is hereby amended to read in its entirety as follows:



          "4.1  The liability of the Retrocessionaire shall commence at the

     Effective Time and this Agreement shall be continuous and shall remain in

     effect until the later to occur of (i) such date as the parties hereto may

     mutually agree to commute this Agreement and (ii) the making of all

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