ODYSSEY RE HOLDINGS CORP
INVESTMENT AGREEMENT DATED AS OF JANUARY 1, 2002
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>t08860exv10w11.txt
<DESCRIPTION>INVESTMENT AGREEMENT DATED AS OF JANUARY 1, 2002
<TEXT>
<PAGE>
                                                                   Exhibit 10.11

                              INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (this "Agreement"), dated as of January 1, 2002, is
made by and between HAMBLIN WATSA INVESTMENT COUNSEL LTD. ("HW"), FAIRFAX
FINANCIAL HOLDINGS LIMITED ("FFH") and ODYSSEY AMERICA REINSURANCE CORPORATION
("OARC"). As used in this Agreement, "we", "us" and "our" shall refer to OARC,
and "you" and "your" shall refer to HW and FFH jointly. This Agreement
supersedes and replaces the Investment Management Agreement between OARC and HW
dated April 13, 1999 and the Investment Administration Agreement between OARC
and FFH dated April 13, 1999.

In consideration of the mutual promises contained herein, the parties agree as
follows:

Investment Management

1.   We authorize HW to manage on a continuous basis an investment account (the
     "Account") on our behalf on the terms and conditions set out in this
     Agreement.

2.   HW shall manage the Account in accordance with the investment objectives
     from time to time communicated in writing by us to HW, subject at all times
     to the investment guidelines. Until mutually agreed otherwise, the
     investment guidelines shall be as set out in the investment guidelines
     attached hereto as Schedule A. The investment guidelines shall at all times
     be in compliance with the investment statutes of the State of Connecticut.

3.   Subject to Section 2 above, HW shall manage the Account in our name and HW
     is hereby authorized to take such action for the Account as HW, in your
     sole discretion, may consider appropriate for the operation of the Account
     including, without limitation, the power to buy, sell and exchange and
     otherwise deal in all securities which may at any time form part of the
     Account and to invest, in securities selected by HW, all funds contained
     in, paid to or derived from the operation of, the Account, except to the
     extent that HW is otherwise instructed in writing by us.

     The services to be performed by HW shall be performed only by officers and
     employees who have appropriate qualifications. HW agrees to provide to us
     such information as we may reasonably request concerning the education and
     experience of any individuals HW proposes to assign to the performance of
     such services. Also, upon our request, HW agrees to provide a list of
     individual names

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<PAGE>

     and a brief description of their responsibilities. HW agrees to promptly
     notify us of any changes in HW's staff involving individuals that perform
     material functions on our Account.

3A.  Without limiting the authority granted in Section 3, but subject to the
     restrictions contained in this Section 3A, you are specifically authorized
     to exchange or sell securities between affiliated companies, even if the
     value of the transaction exceeds the lesser of 3% of the admitted assets or
     25% of the policyholder surplus of such companies, without the prior
     approval of the Connecticut Insurance Department, provided that Odyssey
     America files an amendment to its holding company registration statement
     fifteen days after the month end in which the exchange has taken place.
     Each such transaction shall comply with the following:

     a.   The only securities, which may be exchanged or sold in these
          transactions are publicly traded securities issued by high quality,
          credit worthy entities.

     b.   These exchanges or sales shall be made at fair market value. The value
          of the securities shall be determined on the closing date of the
          transaction as follows:

          i.   The closing price for the security listed in Bloomberg or on a
               public exchange or quotation system for the immediately preceding
               trading day; or

          ii.  The price determined as follows:

               (a)  On the date of the transaction, you will contact the
                    original issuing broker for the particular security.

               (b)  The broker will then contact their trader on the floor at
                    that time to provide a real-time quote.

               (c)  The trader will provide a "spread quote" (the spread quote
                    is expressed as the number of basis points the particular
                    security is trading above a comparable coupon and maturity
                    U.S. treasury security).

               (d)  All 3 steps above shall be documented via a paper printout
                    of a Bloomberg e-mail exchange amongst the parties. A copy
                    of such documentation shall be provided to all parties
                    involved in the exchange or sale.


                                       2
<PAGE>


               (e)  You will then load the spread quote into the Bloomberg
                    pricing model software. The software, in turn, will convert
                    the spread quote into a customary price quotation for the
                    security. The software mode calculation screen shall be
                    printed, retained in the file, and provided to all parties
                    involved in the exchange or sale.

     c.   Expenses incurred and payment received by any of us shall be allocated
          in conformity with customary insurance accounting practices
          consistently applied.

     d.   The transactions will be reported to us in sufficient detail that our
          books, accounts, and records may be so maintained as to clearly and
          accurately disclose the precise nature and details of the
          transactions.

4.   The securities and funds of the Account have been deposited with and shall
     be held by The Bank of New York (or with such other custodian as is chosen
     by you from time to time and is approved by the Connecticut Insurance
     Department) (the "Custodian") pursuant to an agreement, which we have
     entered into with the Custodian. We have instructed the Custodian to
     promptly follow your directions at all times and to provide HW with all
     such information concerning the Account as HW may from time to time require
     in connection with your management of the Account, including without
     limitation, copies of relevant monthly statements.

5.   Provided HW has used reasonable care and diligence, HW shall not be liable
     for any damage, loss, cost or other expense sustained in the operation of
     the Account or relating in any manner to the carrying out of your duties
     under this Agreement. Notwithstanding the foregoing, any losses suffered as
     a result of an error in implementing investment decisions caused by HW's
     negligence or dishonesty are to be fully reimbursed by HW. To the extent
     any errors occur in implementing investment decisions, HW shall immediately
     notify us in writing of all relevant facts. HW shall bear full
     responsibility for any such errors to the extent such errors result from
     HW's negligence or dishonesty and shall be liable for all financial injury
     to us resulting therefrom. We agree that HW shall be entitled to assume
     that any information communicated by us or the Custodian to HW is accurate
     and complete, and that in making investment decisions HW shall be entitled
     to rely on publicly available information or on information which HW
     believes to have been provided to you in good faith, in both cases barring
     actual knowledge by HW to the contrary.


                                       3
<PAGE>

6.   HW will provide us with a monthly statement and a quarterly presentation
     respecting the securities held in the Account.

7.   HW shall deliver in writing to us, as soon as practicable after
     implementation of an investment decision, HW's confirmation of such
     implementation to enable us to ascertain that such implementation has been
     effected pursuant to the guidelines and procedures of our Board of
     Directors or a duly authorized committee thereof. Otherwise, the nature and
     timing of HW's reporting to us on the status of the Account shall be at
     least quarterly, within 45 days after the end of each quarter.

8.   We acknowledge receipt of a copy of policies that HW has established to
     ensure that investment opportunities are allocated fairly among HW's
     discretionary investment accounts and we confirm that these policies, until
     revised by HW, will apply to the account.

Investment Administration

9.   We authorize FFH to provide, and by signing below FFH agrees to provide,
     the investment administration services set forth in Schedule B attached
     hereto, on our behalf and on the terms and conditions set out in this
     Agreement, subject to such guidelines, procedures and limitations as may be
     duly established and approved by our Board of Directors or a duly
     authorized committee of said Board.

General

10.  You shall be entitled to such fees for the services provided hereunder as
     FFH may specify from time to time. Attached hereto as Schedule C is a copy
     of the current fee schedule and FFH agrees to give us thirty (30) days
     prior written notice of any change in such schedule, which change shall
     require the approval of Connecticut Insurance Department. Such fees shall
     be the exclusive fees and charges payable (excluding third party
     disbursements reasonably incurred) for the services provided hereunder. As
     regards third party services, you will charge us only the amount of your
     actual disbursements paid to arm's length third parties for such services,
     and HW will select as agents, brokers or dealers executing orders or acting
     on the purchase or sale of portfolio securities only agents, brokers or
     dealers operating in the United States. Such disbursements to third parties
     shall be reported to us quarterly, provided, that we shall pay third
     parties such disbursements directly if requested to do so by you. We will
     pay you all fees and disbursements hereunder not later than 20 days after
     receiving your quarterly report.


                                       4
<PAGE>

     All fees will be paid to FFH and FFH shall reimburse HW for its investment
     management services. HW acknowledges that it has no right under this
     agreement to receive fees directly from us.

11.  Either you or FFH and HW may terminate this Agreement without penalty by
     giving the other party at least thirty (30) days advance written notice of
     its desire to terminate the same. In the event that the day upon which this
     Agreement is so terminated is a day other than the first day of a calendar
     quarter, the fees payable in accordance with paragraph 6 for such quarter
     shall be pro-rated and shall be determined having regard to the market
     value of the Account based upon the most recent financial report which has
     been delivered to you by the Custodian.

12.  All notices and communications to each party to this Agreement shall be in
     writing and shall be deemed to have been sufficiently given if signed by or
     on behalf of the party giving the notice and either delivered personally or
     sent by prepaid registered mail addressed to such party at the address of
     such party indicated herein. Any such notice or communication shall be
     deemed to have been received by any such party if delivered, on the date of
     delivery, or if sent by prepaid registered mail on the fourth business day
     following mailing thereof to the party to whom addressed. For such purpose,
     no day during which there shall be a strike or other occurrence interfering
     with normal mail service shall be considered a business day.

13.  This Agreement shall be effective for a period of twelve (12) months from
     the date hereof, and will be automatically renewed at each such anniversary
     date unless otherwise terminated in accordance with paragraph 11 herein.
     The parties may renegotiate the terms of the Agreement sixty (60) days
     prior to each anniversary date. This Agreement shall inure to the benefit
     of and shall be binding upon the parties hereto and their respective
     successors. This Agreement may not be assigned by any party.

14.  We acknowledge that we have read and understood this Agreement and that we
     have received a copy of the same. You and we each acknowledge that the
     terms of this Agreement are the exclusive and conclusive terms of our
     mutual agreement with regard to the subject matter hereof.

15.  Any dispute or difference arising with reference to the interpretation or
     effect of this Agreement, or any part thereof, shall be referred to a Board
     of Arbitration (the "Board") of two (2) arbitrators and an umpire.

     The members of the Board shall be active or retired


                                       5
<PAGE>

     disinterested officers of insurance or reinsurance companies.

     One arbitrator shall be chosen by the party initiating the arbitration and
     designated in the letter requesting arbitration. The other party shall
     respond, within thirty (30) days, advising of its arbitrator. The umpire
     shall thereafter be chosen by the two (2) arbitrators. In the event either
     party fails to designate its arbitrator as indicated above, the other party
     is hereby authorized and empowered to name the second arbitrator, and the
     party which failed to designate its arbitrator shall be deemed to have
     waived its rights to designate an arbitrator and shall not be aggrieved
     thereby. The two (2) arbitrators shall then have thirty (30) days within
     which to choose an umpire. If they are unable to do so within thirty (30)
     days following their appointment, the umpire shall be chosen by the manager
     of the American Arbitration Association and such umpire shall be a person
     who is an active or retired and disinterested officer of an insurance or
     reinsurance company. In the event of the death, disability or incapacity of
     an arbitrator or the umpire, a replacement shall be named pursuant to the
     process, which resulted in the selection of the arbitrator or umpire to be
     replaced.

     Each party shall submit its case to the Board within one (1) month from the
     date of the appointment of the umpire, but this period of time may be
     extended by unanimous written consent of the Board.

     The Board shall make its decision with regard to the custom and usage of
     the insurance and reinsurance business. The Board is released from all
     judicial formalities and may abstain from the strict rules of law. The
     written decision of a majority of the Board shall be rendered within sixty
     (60) days following the termination of the Board's hearings, unless the
     parties consent to an extension. Such majority decision of the Board shall
     be final and binding upon the parties both as to law and fact, and may not
     be appealed to any court of any jurisdiction. Judgment may be entered upon
     the final decision of the Board in any court of proper jurisdiction.

     Each party shall bear the fees and expenses of the arbitrator selected by
     or on its behalf, and the parties shall bear the fees and expenses of the
     umpire as determined by the party, as above provided, the expenses of the
     arbitrators, the umpire and the arbitration shall be equally divided
     between the two parties. The arbitrators may allocate any and all of the
     costs and fees against the losing party upon a determination that the
     position of the


                                       6
<PAGE>

     losing party was, in whole or in part, groundless, specious or otherwise
     without merit or asserted primarily for the purposes of obfuscation or
     delay.

16.  Additional terms and conditions applicable to this Agreement are set forth
     in Schedule D. The provisions in Schedule A, Schedule B, Schedule C and
     Schedule D attached hereto are hereby incorporated into, and form part of,
     this Agreement.

17.  This Agreement, including the schedules attached hereto and made a part
     hereof, may only be amended by written agreement signed by the parties and
     approved by the Connecticut Insurance Department.

IN WITNESS WHEREOF, this Agreement is hereby executed by duly authorized
officers of the parties hereto as of the date first written above.

ODYSSEY AMERICA REINSURANCE CORPORATION

BY: /S/ Charles D. Troiano
    -----------------------------------
     AUTHORIZED SIGNATURE

    Charles D. Troiano
    -----------------------------------
    NAME OF AUTHORIZED SIGNATORY

HAMBLIN WATSA INVESTMENT COUNSEL LTD.

BY: /S/ Brian Bradstreet
    -----------------------------------
    AUTHORIZED SIGNATURE

    Brian Bradstreet
    -----------------------------------
    NAME OF AUTHORIZED SIGNATORY

FAIRFAX FINANCIAL HOLDINGS LIMITED

BY: /S/ Bradley P. Martin
    -----------------------------------
    AUTHORIZED SIGNATURE

    Bradley P. Martin
    -----------------------------------
    NAME OF AUTHORIZED SIGNATORY



                                       7
<PAGE>
                                   SCHEDULE A

INVESTMENT OBJECTIVES

1.   Investment for the long term always providing sufficient liquidity for the
     payment of claims and other policy obligations.

2.   Ensure preservation of invested capital for policyholder protection.

3.   Invest in accordance with insurance regulatory guidelines.

INVESTMENT GUIDELINES

1.   Approach

     All investments are to be made using the value approach by investing in
     companies at prices below their underlying long-term values to protect
     capital from loss and earn income over time and provide operating income as
     needed.

     With regard to equities, no attempt is made to forecast the economy or the
     stock market. The manager will attempt to identify financially sound
     companies with good potential profitability which are selling at large
     discounts to their intrinsic value. Appropriate measures of low prices may
     consist of some or all of the following characteristics: low price earnings
     ratios, high dividend yields, significant discounts to book value and free
     cash flow. Downside protection is obtained by seeking a margin of safety in
     terms of a sound financial position and a low price in relation to
     intrinsic value. Appropriate measures of financial integrity, which are
     regularly monitored, include debt/equity ratios, financial leverage, asset
     turnover, profit margin, return on equity, and interest coverage.

     As a result of this bargain-hunting approach, it is anticipated that
     purchases will be made when economic and issue-specific conditions are less
     than ideal and sentiment is uncertain or negative. Conversely, it is
     expected that gains will be realized when issue-specific factors are
     positive and sentiment is buoyant. The investment time horizon is one
     business cycle (approximately 3-5 years).

     As regards bonds, the approach is similar. No attempt is made to forecast
     the economy or interest rates. The manager will attempt to purchase
     attractively priced bonds offering yields better than Treasury bonds with
     maturities of 10 years or less that are of sound quality, i.e. whose
     obligations are expected to be fully met as they come due. We do not regard
     rating services as being an unimpeachable


                                       8
<PAGE>

     source for assessing credit quality any more than we would regard a
     broker's recommendation on a stock as being necessarily correct. In any
     form of investment research and evaluation, there is no substitute for the
     reasoned judgment of the investment committee and its managers.

2.   Liquidity

     An adequate cash flow should be maintained to ensure that claims and
     operating expenses are paid on a timely basis. An operating cash position
     is to be maintained at appropriate levels and will be managed by the
     insurance operating company in accordance with the approved list for
     investments as determined from time to time by the Investment Committee.
     These securities will be managed by the Insurance Company as part of the
     Treasury function and currently are restricted primarily to Treasury and
     Agency securities of the U.S. government.

3.   Regulatory

     Insurance regulations will be complied with, specifically Section 38a-102
     through Section 38a-102i inclusive and Section 38a-117, 118, 119, 119, 120,
     121, 122, 123, and 124 of the Insurance Code of the State of Connecticut.

4.   Diversification

     The portfolio is to be invested in a wide range of securities of different
     issuers operating in different industries and jurisdictions in order to
     minimize risk.

5.   Prudent Person Rule

     Prudent investment standards are considered in the overall context of an
     investment portfolio and how a prudent person would invest another person's
     money without undue risk of loss or impairment and with a reasonable
     expectation of fair return.

STRATEGY

1.   Maintain Adequate Liquidity

     A review of portfolio liquidity is undertaken on a monthly basis. The
     liquidity analysis determines how much of each portfolio can be converted
     to cash in a given time period. Each company determines its liquidity
     requirements and the liquidity of the portfolio must match the requirement.


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<PAGE>
2.   Asset Allocation

     The asset allocation will be determined by the Portfolio Manager and will
     include short-term investments that will generate appropriate cash flows
     and long-term investments in stocks, bonds, debentures and money market
     investments, both domestic and foreign. The allocation will be in
     compliance with regulatory guidelines and should meet policy liabilities.

3.   Foreign Exchange Risk

     Any foreign currency investments and exposures would normally be hedged via
     the use of forward foreign exchange contracts and/or currency options or
     preferably by a natural hedge with foreign pay liabilities of the Insurance
     Company. Unhedged foreign investments will be limited to 10% of invested
     assets at cost if judged appropriate. Unhedged exposure above this amount
     must be approved by the Investment Committee.

4.   Interest Rate Risk

     Interest rate risk will be minimized primarily through investment in fixed
     income securities with maturities less than ten years. While there are no
     specific duration/maturity limits for convertible securities, these issues
     are included in the total fixed income duration/term measure. Maximum fixed
     income portfolio duration is limited to the equivalent of a ten-year term
     to maturity Treasury security.

INVESTMENT POLICY MIX

The Investment Committee has established the following exposure ranges for
various asset mix classes:

<TABLE>
<CAPTION>
                                                         Range
                                                         -----
<S>                                                      <C>
Equities                                                 0-25%

Fixed Income                                             0-100%

Cash                                                     Residual

Total                                                    100%

</TABLE>

Within the Fixed Income portfolio, the Taxable/Tax Exempt mix will be determined
relative to the consolidated tax position of the Insurance Company and the
relative investment attractiveness of available tax-exempt securities.

The Investment Committee will control the total asset mix and will give
performance objectives to the Investment Manager regarding the assets managed.


                                       10
<PAGE>
RETURN EXPECTATIONS

Total asset mix policy is expected on an annual basis to result in returns
better than the Consumer Price Index plus 3% over a ten-year period before the
disbursement of investment management fees. However, in any one year, the annual
return may be significantly above or below this expectation.

INVESTMENT OBJECTIVE OF THE FUND MANAGER

The manager, subject to regulatory and company imposed constraints mentioned
elsewhere expects to provide additional returns to those returns that would be
earned by the alternative of passively managing a surrogate market index.

Performance of the Fund Manager is expected to result in the following returns:

<TABLE>
<S>                           <C>
All Equities                  S&P 500 + 1% point

Fixed Income:

Taxable Bonds                 Merrill Lynch Intermediate Treasury Index + 0.25%

Tax-Advantaged Bonds          Lehman Brothers 3&5-Year State GO Indexes

</TABLE>

Measured over four (4) year moving periods.


                                       11
<PAGE>

AGGREGATE INVESTMENT LIMITS, PERMITTED INVESTMENT CATEGORIES AND INDIVIDUAL
INVESTMENT LIMITS

PERMITTED INVESTMENT CATEGORIES WITHIN ASSET CLASSES

Cash:          Cash on hand, demand deposits, treasury bills, short-term notes
               and bankers' acceptances, term deposits and guaranteed investment
               certificates.

Equity:        Common shares, rights and warrants

Fixed Income:  Bond, debentures, preferred shares, including those
               convertible into common shares

All of the above may be either U.S. domestic, Canadian, or other foreign
investments.

Convertible preferred securities will be classified as equities if the preferred
dividend is not being paid.

Private placement issues in public companies are allowed.

INVESTMENT CONSTRAINTS

All investments will be made in accordance with all applicable legislation.

INDIVIDUAL INVESTMENT LIMITS

Any combination of investments in any one corporate issuer will be limited to a
maximum of 5% of admitted assets. Exposure beyond 5% will require approval of
the Investment Committee.

QUALITY CONSTRAINTS

The Investment Manager may invest in the permitted investment categories subject
to the following quality constraints:

     Investments in money market instruments (less than or equal to 1-year term)
     will be limited to the approved list. This list will include money market
     instruments of the U.S. Treasury, agencies of the U.S. government, and as a
     minimum commercial paper rated A1 by Moody's and rated P1 or higher by
     Standard & Poors.

     Investments in bonds and preferreds will be limited by quality tier as
     follows:


                                       12
<PAGE>

     LIMITS AS A PERCENTAGE OF THE FIXED INCOME PORTFOLIO

<TABLE>
<CAPTION>
     Bond Rating                      % of Total            Min./Max.
                                      ----------            ---------

    <S>                               <C>                   <C>
     A or better                      65%                   Min.

     BBB                              35%                   Max.

     BB, B                            10%                   Max.

     C, D                             0%
</TABLE>

     The above limits are subject to adjustment to conform with the regulatory
     requirements of Connecticut State insurance Law.

     Limits are determined on a cost basis and include convertible securities.

     Downgrades will be taken into account when making new investments but will
     not necessarily result in the sale of existing positions.

     Securities unrated by the public rating agencies must be rated by the
     Investment Manager and included as part of the categories above for the
     purposes of determining overall exposure by quality tier.

     Any exceptions to the above must be approved by the Investment Committee.

PROHIBITED INVESTMENTS

No loans will be made in any of the investment portfolios.

No Real Estate will be purchased without Investment Committee approval.

No mortgages on real estate will be purchased without Investment Committee
approval. The exceptions to this are obligations issued by an agency of the U.S.
Government, or by U.S. domiciled corporations that are issued as part of a
registered public offering that also meet the minimum quality tier requirements.

FOREIGN INVESTMENT LIMITS

Foreign securities may be purchased in compliance with established regulatory
guidelines and with the policy on foreign exchange risk outlined herein.

Foreign investments must be in the same kinds of securities and investments as
the Insurance Company is normally allowed.


                                       13
<PAGE>

OTHER

Derivative securities may be purchased up to 2% of the portfolio's cost at book.
Use of derivative investments is infrequent and for hedging purposes. Derivative
investments will be justified to the Investment Committee prior to use.




                                       14
<PAGE>

                                   SCHEDULE B

SERVICES

Investment Administration to be performed are:

MONTHLY

  -  daily processing of securities

  -  portfolio accounting functions including posting of all trades, monitoring
     investment income, corporate actions, open payables and receivables

  -  computation of all regulatory figures

  -  analysis and reconciliation of portfolios

  -  yield review

  -  computation of market decline tests

  -  computation of liquidity analysis

  -  analysis of book values, e.g. bond amortizations and investment provisions

  -  analysis of gross gain and loss positions

  -  cash flow obligations

  -  investment review meeting

  -  NAIC and SVO filings

  -  custodial relationships

  -  broker relationships

PERIODIC

  -  review and analysis of foreign exchange position

  -  placement of foreign exchange contracts, where appropriate

  -  discussions with regulators regarding portfolio (positions)

  -  reporting to the investment committee

  -  reporting to the audit committee

  -  general assistance with accounting issues

  -  maintaining contact with external auditors

  -  such other administrative services as the parties shall mutually agree from
     time to time

  -  5900 report on investment controls

  -  performance reporting

  -  software provider (including e-Pam) - functioning and testing


                                       15
<PAGE>

                                   SCHEDULE C

FEE SCHEDULE

Investment fees are comprised of two parts:

                (A). The Base Fee Amount

                           and

                (B). The Incentive Fee Amount

(A)  The Base Fee Amount

     1)   Fees will be payable quarterly. Interim invoices may be issued based
          on our estimates of the final fees payable.

     2)   After the end of each calendar quarter, FFH shall submit its
          investment management charges in accordance with the schedule below.

     3)   The charges are on a calendar year basis. They will be calculated at
          the end of each calendar quarter based upon the average of the market
          value of the funds at the close of business for the three (3)
          preceding months.

     4)   MARKET VALUE                       CHARGE
          ------------                       ------
          On Total Market Value               .20%


(B)  The Incentive Fee Amount

     The incentive fee amount relates to the investment management of equity
     securities only.

     Annual Base Fee:    a) If performance equals or exceeds benchmark, base fee
                         is unchanged from current fee.

                         b) If performance is less than benchmark, base fee is
                         90% of current fee.


                                       16
<PAGE>

     Maximum Fee:        1.75% (including base).

     Benchmark:          S&P 500 + 200 basis points.

     Incentive Fee:
                         Continuous rate of 10 basis point for every 100 basis
                         points of outperforming the benchmark. (Incentive fee
                         is in addition to base fee).

     Basis of Calculation:
                         Payable annually based on calendar year results. Not
                         earned or paid unless results since inception (net of
                         all fees) exceed benchmark return.

     Inception Date:     January 1, 2002

(C)  Fees on Realized Investment Gains

     An additional management fee of 10 basis points may be earned if, the
     realized gains exceed 1% of the average investment portfolio in any given
     year and subject to cumulative realized gains on investments, exceeding 1%
     of the average investment portfolio. This incentive fee will be calculated
     quarterly based on the realized gains threshold and recorded when it
     becomes payable at the end of each year.

(D)  Maximum Investment Management Fee

     Notwithstanding the foregoing, the maximum investment management fee
     payable in any calendar year will be .40% of the Total Market Value (as
     calculated in (A) 4) above); provided that any investment management fee
     not payable in any calendar year as a result of the restriction in the
     preceding sentence will be carried over to a succeeding calendar year, but
     the total investment management fee payable in any such calendar year,
     including any carry-over payment, shall be limited as provided by the
     preceding sentence.


                                       17
<PAGE>
                                   SCHEDULE D

1.   Notices

     Unless otherwise specified herein, all notices, instructions, advices or
other matters covered or contemplated by this Agreement, shall be deemed duly
given when received in writing (including by fax) by you or us, as applicable,
at the address or fax number set forth below or such other address or fax number
as shall be specified in a notice similarly given:

     If to us:

     ODYSSEY AMERICA REINSURANCE CORPORATION
     Mr. Anthony Narciso, Jr.
     300 First Stamford Place
     Stamford, CT  06902
     Fax No.: 203- 965-7969

     If to you:

     HAMBLIN WATSA INVESTMENT COUNSEL LTD.
     95 Wellington Street West
     Suite 802
     Toronto, Ontario
     M5J 2N7
     Fax No.: (416) 366-3993

     and

     FAIRFAX FINANCIAL HOLDINGS LIMITED
     95 Wellington Street West
     Suite 800
     Toronto ON M5J 2N7
     Fax No.: (416) 367-2201

2.   Governing Laws; Jurisdiction; Service of Process

     This Agreement shall be governed and construed in accordance with the laws
of the State of Connecticut, our state of domicile. Each of the parties thereto
submits to the jurisdiction of the state and federal courts of Connecticut, in
any action or proceeding arising out of or relating to this Agreement and all
claims in respect of any such action or proceeding may be heard or determined in
any such court; and service of process, notices and demands of such courts may
be made upon you by personal service to the person and at the address contained
in Section 1 above as such person or address may be changed from time to time.


                                       18
<PAGE>

3.   Insurance Department Approval

     This Agreement may be subject to the non-disapproval or approval of the
State of Connecticut Insurance Department, and such terms and conditions hereof
as may be required by the State of Connecticut Insurance Department to be
altered or amended shall be deemed acceptable to the parties hereto, to the
extent same shall not change the substance and intent of this Agreement.

4.   Inspection of Records

     You and we and the duly authorized representatives of each of us shall, at
all reasonable times, each be permitted access to all relevant books and records
of the other pertaining to this Agreement. You and your duly authorized
representatives shall provide to the State of Connecticut Insurance Department
within fifteen (15) days of any request from the State of Connecticut Insurance
Department therefore, copies of all your books and records as they pertain to us
(or any portion thereof as may be specifically requested).

5.   Headings

     The inclusion of headings in this Agreement is for convenience of reference
only and shall not affect the construction or interpretation hereof.

6.   Severability

     Each of the provisions contained in this Agreement is distinct and
severable and a declaration of invalidity or unenforceability of any such
provision or part thereof by a court of competent jurisdiction shall not affect
the validity or enforceability of any other provision hereof.

7.   Entire Agreement

     This Agreement and the documents to be delivered pursuant hereto constitute
the entire agreement between the parties pertaining to the subject matter of
this Agreement.

8.   Control

     Notwithstanding any other provision of this Agreement, it is understood and
agreed that we shall at all times retain the ultimate control of the investment
of our investable funds and we reserve the right, upon written notice by us to
you, to direct, approve, or disapprove any investment made by you hereunder or
any action taken by you with respect to any such investment. Furthermore, it is
understood and agreed that we shall at all times own and have custody of our
general corporate accounts and records.


                                       19
<PAGE>

9.   Confidential Relationship

     The parties hereto will treat as confidential all information that is not
publicly available received from the other party.


                                       20

</TEXT>
</DOCUMENT>
