AGREEMENT OF LEASE

between

THE EQUITABLE LIFE ASSURANCE

SOCIETY OF THE UNITED STATES

and

ELAS SECURITIES ACQUISITION CORP.,

Landlord

and

NATIONAL FINANCIAL PARTNERS CORP.,

Tenant

787 Seventh Avenue

New York, New York 10019

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

TABLE OF CONTENTS

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AGREEMENT OF LEASE, made as of the 9^th day of September, 2004, between Landlord and Tenant.

W I T N E S S E T H:

The parties hereto, for themselves, their legal representatives, successors and assigns, hereby covenant as follows.

DEFINITIONS

(a) Capitalized terms used herein and not defined elsewhere in this Lease shall have the meanings set forth below, each of which definition shall be included within, and an integral and substantive part of, the terms, covenants and provisions of this Lease:

ADA shall mean the Americans with Disabilities Act of 1990, Public Law 101-336, U.S.C. 12101 et seq. as the same may be hereafter amended from time to time, together with all regulations and guidelines promulgated pursuant thereto or in connection therewith.

Affiliate shall mean, with respect to Landlord and Tenant, a corporation or other entity which shall (1) control, (2) be under the control of, or (3) be under common control with Landlord or Tenant, as the case may be. As used herein, the term control shall mean the ownership of fifty percent (50%) or more of the outstanding voting stock of a corporation or other majority equity and control interest if such entity is not a corporation.

Alterations shall mean alterations, installations, improvements, additions or other physical work or changes in or about the Premises.

Applicable Rate shall mean the lesser of (x) two (2) percentage points above the then current Base Rate, and (y) the maximum rate permitted by applicable law.

Assessed Valuation shall have the meaning set forth in Section 27.1 hereof.

Bankruptcy Code shall mean 11 U.S.C. Section 101 et seq., or any statute of similar nature and purpose.

Base Operating Expenses shall have the meaning set forth in Section 27.1 hereof.

Base Operating Year shall have the meaning set forth in Section 27.1 hereof.

Base Rate shall mean the rate of interest publicly announced from time to time by Citibank, N.A., or its successor, as its base rate (or such other term as may be used by Citibank, N.A., from time to time, for the rate presently referred to as its base rate).

Base Taxes shall have the meaning set forth in Section 27.1 hereof.

Broker shall have the meaning set forth in Article 34 hereof.

Building shall mean all the buildings, equipment and other improvements and appurtenances of every kind and description now located or hereafter erected, constructed or placed upon the land and any and all alterations and replacements thereof, additions thereto and substitutions therefor, known by the address of 787 Seventh Avenue, New York, New York.

Building Systems shall mean the mechanical, gas, electrical, sanitary, heating, air conditioning, ventilating, elevator, plumbing, life-safety and other service systems of the Building except for the distribution portions located within the Premises.

Business Date shall have the meaning set forth in Section 28.2 hereof.

Business Days shall mean all days, excluding Saturdays, Sundays and all days observed by either the State of New York or the Federal Government or by the labor unions servicing the Building as legal holidays.

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