ODYSSEY RE HOLDINGS CORP.
                                 (NON-QUALIFIED)
                          EMPLOYEE SHARE PURCHASE PLAN


              1. Purpose. The purpose of the Odyssey Re Holdings Corp.
(Non-Qualified) Employee Share Purchase Plan, as amended from time to time (the
"Plan"), is to provide eligible employees with an opportunity to purchase Shares
(as such term is defined below) through payroll deductions and employer
contributions. It is the intention of Odyssey Re Holdings Corp., a Delaware
corporation, and any successor thereto (the "Company") that the Plan shall not
qualify as an "Employee Stock Purchase Plan" under Section 423 of the U.S.
Internal Revenue Code of 1986, as amended (the "Code"). Participation in the
Plan will provide eligible employees who wish to acquire an interest in the
Company with a method of doing so which is both convenient and, by virtue of
employer contributions, favorable to the employees. It is believed that employee
participation in ownership of the Shares on this basis will be to the mutual
benefit of the employees and the Participating Companies (as such term is
defined below).

              2. Definitions and Rules of Construction.

              (a) Definitions. For purposes of the Plan, the following
capitalized words shall have the meanings set forth below:

              "Account" means a separate record keeping account that the
         Administrator maintains for each Participant for the credit of
         Participant Contributions, Company Contributions, Shares purchased
         therefrom and dividends received in respect of Shares.

              "Administrator" means the Company, or such other entity as may be
         designated from time to time by the Board to administer the Plan.

              "Board" means the Board of Directors of the Company.

              "Company" includes, except in these definitions, if and to the
         extent applicable, a Participating Company.

              "Company Contributions" means the contributions of the Company to
         the Plan provided for in Section 6.

              "Custodian" means an independent custodian designated by the
         Administrator in its sole discretion.

              "Earnings" means a Participant's amount of base salary paid in
         each payroll period before giving effect to any salary reduction
         agreement pursuant to a qualified cash or deferred arrangement within
         the meaning of Section 401(k) of the Code or to any similar reduction
         agreement pursuant to any cafeteria plan (within the meaning of Section
         125 of the Code).




              "Earnings Percentage" means a percentage, which may be any integer
         from 1 to 10 inclusive, which is the percentage of a Participant's
         Earnings that the Company will deduct as Participant Contributions.

              "Effective Date" means June 15, 2001.

              "Employee" means any individual who is employed on a full-time
         basis by a Participating Company, as determined by the Administrator,
         and any other individual designated by the Administrator who is
         employed on a regular basis by a Participating Company.

              "Month" means a calendar month.

              "Participant" means an Employee who has elected to participate in
         the Plan pursuant to the provisions of Section 4, who has completed his
         Probationary Period and who has not withdrawn from the Plan.

              "Participant Contributions" means the contributions of
         Participants to the Plan pursuant to the provisions of Section 5.

              "Participating Companies" means and includes the Company and any
         Subsidiary that has elected to participate in the Plan with the consent
         of the Company.

              "Probationary Period" means, unless determined otherwise by the
         Administrator in its sole discretion, the period commencing on an
         Employee's date of hire and ending on the 12-month anniversary of such
         Employee's date of hire.

              "Restricted Period" means, with respect to any Shares, the period
         of time during which a Share is subject to restrictions on transfer as
         set forth in Section 10.

              "Shares" means the common stock of the Company, par value $.01 per
         share.

              "Subsidiary" means any (i) corporation if fifty percent (50%) or
         more of the total combined voting power of all classes of stock is
         owned, either directly or indirectly, by the Company or another
         Subsidiary or (ii) limited liability company if fifty percent (50%) or
         more of the membership interests is owned, either directly or
         indirectly, by the Company or another Subsidiary.

              "Transfer" means to sell, assign, transfer, pledge or otherwise
         dispose of, or encumber, any Share.

              "Withdrawal Notice Period" means the period from January 1 to the
         last day of February in each year.

              "Year" or "Plan Year" means the calendar year; provided, however,
         that for purposes of this Plan, the period between the Effective Date
         and December 31, 2001 shall also be a Year and a Plan Year.



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              (b) Rules of Construction. The masculine pronoun shall be deemed
to include the feminine pronoun and the singular form of a word shall be deemed
to include the plural form, unless the context requires otherwise. Unless the
text indicates otherwise, references to "Sections" are to sections of the Plan.

              3. Eligibility. Each Employee who has completed his Probationary
Period shall be eligible to participate in the Plan. Subject to the satisfaction
of Section 4, an Employee shall be eligible to participate in the Plan
commencing in the first payroll period which falls entirely outside his
Probationary Period.

              4. Participation.

              (a) Each Employee may elect to participate in the Plan by
submitting a complete enrollment form (as approved by the Administrator from
time to time) to the Administrator, indicating his desired Earnings Percentage.
Such election shall not be effective with respect to any payroll period unless
such form is received at least ten (10) days prior to the commencement of such
payroll period. Any such election shall remain in effect until it is changed or
revoked by the Participant.

              (b) Unless otherwise determined by the Administrator in its sole
discretion, upon a Participant's termination of employment with the
Participating Companies for any reason (the date of a Participant's termination
of employment shall be determined by the Administrator in its sole discretion),
such Participant shall be deemed to have withdrawn from the Plan.

              5. Contributions by Participants.

              (a) Participants shall make Participant Contributions by means of
regular payroll deductions in an amount, as regards each Participant, equal to
that Participant's then elected Earnings Percentage of Earnings. Such payroll
deductions shall be made at each payroll period.

              (b) A Participant may, at any time and for any reason, adjust his
Earnings Percentage, terminate his Participant Contributions or withdraw from
the Plan by providing written notice to the Administrator of the same on a
change in enrollment form (as approved by the Administrator from time to time);
provided, however, that, unless otherwise determined by the Administrator in its
sole discretion, such Participant may provide such a notice only once in any
thirty (30)-day period. Such notice shall be effective in the first payroll
period commencing after the date of providing such notice.

              (c) Unless otherwise determined by the Administrator in its sole
discretion, if a Participant terminates his Participant Contributions or
withdraws from the Plan, such Participant shall not be permitted to recommence
Participant Contributions or re-enroll in the Plan for ninety (90) days
following such termination or withdrawal.

              6. Contributions by the Company.

              (a) Unless otherwise determined by the Administrator, the Company
shall, on the last business day of each Month, make a Company Contribution to
the Plan on behalf of each


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Participant in an amount equal to thirty percent (30%) of the amount of
Participant Contributions made by that Participant in such Month.

              (b) The Company shall, within ninety (90) days after the end of
each Plan Year in which the Company has achieved a return on equity of at least
fifteen percent (15%), as computed in accordance with generally accepted
accounting principles, make an additional Company Contribution to the Plan on
behalf of each Employee who is then a Participant in an amount equal to twenty
percent (20%) of the amount of Participant Contributions made by that
Participant during the immediately preceding Plan Year.

              7. Accounts and Allocations to Participants.

              (a) The Administrator shall establish and maintain a separate
Account in respect of each Participant showing all Participant Contributions and
Company Contributions, the total number of whole Shares and fractional Shares,
and the amount of dividends (and interest thereon, if any), allocated to his
Account.

              (b) All Participant Contributions and Company Contributions shall
be forwarded by the Administrator to the Custodian in a timely manner.

              (c) All dividends received in respect of the Shares held in a
Participant's Account, and the interest earned thereon, if any, shall be
allocated by the Administrator to the Participant's Account in a timely manner
and shall be subject to Sections 10 and 11.

              8. Vesting. All Participant Contributions and Company
Contributions allocated to a Participant's Account shall be fully and
immediately vested upon being allocated to his Account.

              9. Purchase of Shares.

              (a) The Administrator shall designate a Custodian that shall
acquire Shares as the agent for the Participants. The Custodian shall use the
Participant Contributions and the Company Contributions forwarded to it to
purchase on the open market in a timely manner as many Shares as may be acquired
with such contributions.

              (b) Upon any such purchase of Shares, the Custodian shall allocate
to each Participant's Account the number of whole and fractional Shares to which
such Participant is entitled. All Shares purchased pursuant to the provisions of
this Section 9 shall be subject to a Restricted Period and such Shares shall be
held by the Custodian in escrow on behalf of the applicable Participants until
the expiration of the Restricted Period.

              (c) During the Restricted Period, all rights with respect to
Shares allocated to a Participant's Account (including the right to vote) shall
be exercisable by the Participant, except as expressly provided otherwise
herein.



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              10. Restricted Period.

              (a) A Participant may not Transfer any Share allocated to his
Account in any Plan Year during the period commencing on the date such Share is
so allocated and expiring at the end of the Withdrawal Notice Period falling in
the immediately following Plan Year (the "Restricted Period").

              (b) Until the expiration of the Restricted Period, a Participant
shall not be entitled to delivery of a certificate evidencing a Share which is
subject to the restrictions on transferability set forth in Section 10(a).

              (c) Any cash dividends and stock dividends with respect to Shares
subject to a Restricted Period shall be subject to the same restrictions as the
underlying Shares.

              11. Distributions from the Plan.

              (a) Upon the expiration of the Restricted Period with respect to
any Share, the restrictions set forth in Section 10 shall be of no further force
or effect with respect to such Share. During the Withdrawal Notice Period in
each Year, a Participant may submit written notification to the Company that he
wishes to withdraw some or all of the whole Shares allocated to his Account, in
which event the Custodian shall, within a reasonable time after the last day of
February in such Year, deliver to the Participant, without charge, one or more
certificates evidencing the Shares requested. Any such distribution shall reduce
the number of Shares allocated to such Participant's Account.

              (b) Within a reasonable time after the last day of February in
each Plan Year, the Custodian and/or the Administrator shall distribute to each
Participant all cash dividends (and, if applicable, any interest earned thereon)
forming part of such Participant's Account at the end of the immediately
preceding Plan Year.

              (c) Within a reasonable time after the termination of a
Participant's employment with the Participating Companies for any reason, the
Custodian and/or the Administrator shall deliver to the Participant, without
charge, one or more certificates evidencing the whole Shares, and any cash
dividends or stock dividends, credited to the Participant's Account, together
with a cash payment in lieu of any fractional Shares credited to his Account, in
the amount determined by the Administrator and funded by the Company, and
together with any other assets then credited to his Account.

              (d) A Participant may apply to the Company at any time and from
time to time to receive an immediate distribution of part or all of the Shares
or other assets credited to his Account, or to otherwise reduce any Restricted
Period. The decision upon any such application shall be at the absolute
discretion of the Company, and no such decision, or any other determination
permitted on a discretionary basis hereunder to the Administrator or the
Company, shall have any precedent value. Any such distribution shall serve to
reduce that Participant's Account.



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              12. Administration.

              (a) The Administrator may make, amend and repeal at any time and
from time to time such regulations not inconsistent herewith as it may deem
necessary or advisable for the proper administration and operation of the Plan.
In particular, the Administrator may delegate to any person, group of persons or
corporation, such administrative duties and powers as it may see fit.

              (b) Notwithstanding the foregoing, the Administrator shall have
the power to interpret the provisions of the Plan and to make regulations and
formulate administrative provisions for carrying them out and to make such
changes in the Plan and in the regulations and administrative provisions as,
from time to time, the Administrator deems necessary. All decisions and
interpretations of the Administrator respecting the Plan and all rules and
regulations made from time to time pursuant hereto, shall be binding and
conclusive on the Company and on all Participants in the Plan and their
respective legal representatives and on all Employees eligible under the Plan to
participate therein.

              (c) The Administrator shall have full power and authority, subject
to the express provisions hereof, to construe and interpret the Plan and make
any factual determinations hereunder.

              13. Participant's Right Not Transferable. Except as otherwise
provided herein, and except for transfers by will or under the laws of descent
and distribution, no Employee shall have the right to Transfer either his right
to participate in the Plan or his interest in the Shares or other assets
credited to his Account, and no such attempted Transfer shall be effective.

              14. Amendment; Termination. Notwithstanding anything herein to the
contrary, the Board may, at any time, amend, modify, terminate or suspend the
Plan; provided, however, that no amendment or modification that otherwise must
be approved by stockholders, pursuant to applicable rules of a stock exchange or
any requirements under Section 162(m) of the Code and the regulations
promulgated thereunder, shall be effective without stockholder approval.
However, except as otherwise expressly provided herein, no such action will,
without the express written consent of a Participant, alter or impair his rights
existing at such time with respect to any Shares or other assets credited to his
Account.

              15. Termination of Plan. Upon termination of the Plan, all assets
credited to all Accounts shall, within a reasonable time after such termination,
be distributed to the respective Participants in a manner similar to the
distributions provided for in Section 11(c).

              16. Costs. The Company shall pay all costs of administering the
Plan. Brokerage fees with respect to the purchase of Shares pursuant to the Plan
shall be paid by the Company.



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              17. No Right to Continued Employment. Participation in the Plan
shall be entirely voluntary and shall not be construed to give any Employee the
right to be employed or to continue to be employed by the Company.

              18. Applicable Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware (without giving effect to
principles of conflicts of laws).

              19. Effective Date. The Plan shall become effective on the
Effective Date, and shall remain in effect until it has been terminated pursuant
to Section 15.

              20. Wage and Tax Withholding. The Participating Companies are
authorized to withhold from any Shares or any compensation or other payment to a
Participant amounts of withholding and other taxes due in connection with any
Shares or with any Company Contributions, and to take such other action as the
Administrator may deem necessary or advisable to enable the Company and the
Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating thereto. This authority shall include authority
for the Company to withhold or receive Shares or other property and to make cash
payments in respect thereof in satisfaction of a Participant's tax obligations,
either on a mandatory or elective basis, in the sole discretion of the Company.



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