SC 13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ITn6qSOV2kBMHZTAVBntB/4MyxrrJwCq3GkhqsDE25iJZcshiPyAy4vhwuC3jzok oIKr2c/ejCkn7fsHexeMnQ== 0000950123-09-041747.txt : 20090908 0000950123-09-041747.hdr.sgml : 20090907 20090908172709 ACCESSION NUMBER: 0000950123-09-041747 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090908 DATE AS OF CHANGE: 20090908 GROUP MEMBERS: 1109519 ONTARIO LIMITED GROUP MEMBERS: 810679 ONTARIO LIMITED GROUP MEMBERS: FAIRFAX FINANCIAL HOLDINGS LIMITED GROUP MEMBERS: FAIRFAX INC. GROUP MEMBERS: FFHL GROUP LTD. GROUP MEMBERS: ORH HOLDINGS INC. GROUP MEMBERS: THE SIXTY TWO INVESTMENT COMPANY LIMITED GROUP MEMBERS: TIG HOLDINGS, INC. GROUP MEMBERS: TIG INSURANCE COMPANY GROUP MEMBERS: TIG INSURANCE GROUP, INC. GROUP MEMBERS: UNITED STATES FIRE INSURANCE COMPANY GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ODYSSEY RE HOLDINGS CORP CENTRAL INDEX KEY: 0001137048 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 522301683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61705 FILM NUMBER: 091058842 BUSINESS ADDRESS: STREET 1: 300 FIRST STAMFORD PL CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039778000 MAIL ADDRESS: STREET 1: 300 FIRST STAMFORD PL CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 95 WELLINGTON ST WEST STREET 2: STE 800 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 SC 13D/A 1 o56946sc13dza.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 10 TO

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Odyssey Re Holdings Corp.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

67612W108

(CUSIP Number)

Eric P. Salsberg
Vice President, Corporate Affairs
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada, M5J 2N7
Telephone: (416) 367-4941

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

- With a copy to -

Christopher J. Cummings
Adam M. Givertz
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484

September 4, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		67612W108	13D	Page		2		of		34	Pages

(1)

NAME OF REPORTING PERSON

V. Prem Watsa

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

42,399,400

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

42,399,400

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

42,399,400

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

72.6

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		3		of		34	Pages

(1)

NAME OF REPORTING PERSON

1109519 ONTARIO LIMITED

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

42,399,400

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

42,399,400

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

42,399,400

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

72.6

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		4		of		34	Pages

(1)

NAME OF REPORTING PERSON

THE SIXTY TWO INVESTMENT COMPANY LIMITED

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

42,399,400

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

42,399,400

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

42,399,400

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

72.6

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		5		of		34	Pages

(1)

NAME OF REPORTING PERSON

810679 ONTARIO LIMITED

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

42,399,400

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

42,399,400

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

42,399,400

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

72.6

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		6		of		34	Pages

(1)

NAME OF REPORTING PERSON

FAIRFAX FINANCIAL HOLDINGS LIMITED

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

42,399,400

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

42,399,400

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

42,399,400

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

72.6

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		7		of		34	Pages

(1)

NAME OF REPORTING PERSON

FFHL GROUP LTD.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

42,224,400

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

42,224,400

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

42,224,400

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

72.3

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		8		of		34	Pages

(1)

NAME OF REPORTING PERSON

FAIRFAX INC.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Wyoming

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

42,224,400

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

42,224,400

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

42,224,400

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

72.3

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		9		of		34	Pages

(1)

NAME OF REPORTING PERSON

TIG HOLDINGS, INC.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

40,833,333

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

40,833,333

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,833,333

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.9

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		10		of		34	Pages

(1)

NAME OF REPORTING PERSON

TIG INSURANCE GROUP, INC.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

California

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

40,833,333

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

40,833,333

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,833,333

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.9

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		11		of		34	Pages

(1)

NAME OF REPORTING PERSON

TIG INSURANCE COMPANY

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

California

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

10,833,508

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

10,833,508

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,833,508

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.5

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		12		of		34	Pages

(1)

NAME OF REPORTING PERSON

ORH HOLDINGS INC.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,166,667

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

6,166,667

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,166,667

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.6

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		67612W108	13D	Page		13		of		34	Pages

(1)

NAME OF REPORTING PERSON

UNITED STATES FIRE INSURANCE COMPANY

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

(3)

SEC USE ONLY

(4)

SOURCE OF FUNDS

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

(7)

SOLE VOTING POWER

NUMBER OF

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,955,009

EACH

(9)

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

(10)

SHARED DISPOSITIVE POWER

4,955,009

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,955,009

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.5

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

This Amendment No. 10 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on June 27, 2001 by V. Prem Watsa, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited (“Fairfax”), Odyssey Re Holdings Ltd., Odyssey Re Group Ltd., Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, Inc., TIG Insurance Company, and ORH Holdings Inc., as amended by Amendment No. 1 thereto filed on March 7, 2003, by Amendment No. 2 thereto filed on November 23, 2004, by Amendment No. 3 thereto filed on October 12, 2005, by Amendment No. 4 thereto filed on December 27, 2005, by Amendment No. 5 thereto filed on February 28, 2006, by Amendment No. 6 thereto filed on August 21, 2006, by Amendment No. 7 thereto filed on November 17, 2006, by Amendment No. 8 thereto filed on December 8, 2006, and by Amendment No. 9 thereto filed on December 20, 2006 (such schedule, as amended, the “Schedule 13D”) in relation to shares of common stock (“Shares”), par value $0.01 per share, of Odyssey Re Holdings Corp. (“OdysseyRe”).

Amendment No. 1 to the Schedule 13D related to the purchase by Fairfax, through a subsidiary, pursuant to a master note purchase agreement, dated as of March 3, 2003, of 4,300,000 outstanding Shares (the “2003 Purchased Shares”) in a private transaction. As consideration for the Purchased Shares, a subsidiary of Fairfax issued $78,045,000 aggregate principal amount of 3.15% Exchangeable Notes due February 28, 2010 (the “Old Exchangeable Notes”), exchangeable into 4,300,000 Shares.

Amendment No. 2 to the Schedule 13D related to the purchase (the “2004 Purchase”) by a subsidiary of Fairfax of its $78,045,000 aggregate principal amount of Old Exchangeable Notes in a private transaction. As consideration, the subsidiary issued $100,964,000 aggregate principal amount of new 3.15% Exchangeable Notes due November 19, 2009 (the “New Exchangeable Notes”). The New Exchangeable Notes are exchangeable into 4,300,000 Shares. The Old Exchangeable Notes have been cancelled.

Amendment No. 3 to the Schedule 13D related to the purchase (the “2005 Purchase”) by a subsidiary of Fairfax of 3,100,000 Shares in Odyssey Re Holdings Corp.’s underwritten public offering of 4,100,000 Shares made pursuant to Odyssey Re Holdings Corp.’s prospectus supplement dated October 6, 2005, filed with the Securities and Exchange Commission on October 7, 2005.

Amendment No. 4 to the Schedule 13D related to the transfer (the “2005 Transfer”) by TIG Insurance Company, a wholly-owned subsidiary of Fairfax, of 7,744,125 Shares to TIG Insurance Group, Inc., another wholly-owned subsidiary of Fairfax, in exchange for all of the issued and outstanding shares of common stock of Fairmont Specialty Group, Inc., another wholly-owned subsidiary of Fairfax.

Amendment No. 5 to the Schedule 13D related to the purchase (the “Purchase”) by Fairfax Inc., a wholly-owned subsidiary of Fairfax, of 1,000,000 Shares from TIG Insurance Company, another wholly-owned subsidiary of Fairfax.

Amendment No. 6 to the Schedule 13D related to the purchase and cancellation by a subsidiary of Fairfax of $23,480,000 aggregate principal amount of New Exchangeable Notes.

Amendment No. 7 to the Schedule 13D related to (i) a registered underwritten public offering of 9,000,000 Shares by certain subsidiaries of Fairfax and (ii) the delivery, on November 16, 2006, of 2,900,000 Shares by Fairfax Financial (US) LLC (“Fairfax LLC”) to the holder of the outstanding New Exchangeable Notes in exchange for such New Exchangeable Notes, following the exercise, pursuant to the terms of the New Exchangeable Notes, by such holder of its right to exchange such New Exchangeable Notes for such Shares.

Amendment No. 8 to the Schedule 13D related to the sale by Fairfax Inc. and ORH Holdings Inc. of an aggregate of 9,000,000 Shares in a registered underwritten public offering, pursuant to a prospectus dated December 4, 2006, filed with the Securities and Exchange Commission on December 5, 2006. The sale (the “2006 Secondary Offering”) closed on December 8, 2006.

Amendment No. 9 to the Schedule 13D related to the sale by Fairfax Inc. of 1,165,000 Shares pursuant to the exercise by the underwriters of their over-allotment option to purchase from Fairfax Inc. an additional 1,165,000 Shares in connection with the 2006 Secondary Offering.

This Amendment No. 10 to the Schedule 13D relates to Fairfax’s proposal to acquire all of the outstanding Shares.

The following amendments to Items 3, 4, 5 and 7 of the Schedule 13D are hereby made.

Item 3. Source and Amount of Funds or Other Consideration.

Fairfax intends to issue equity securities under its shelf registration statement on Form F-10, the proceeds of which would be used to fund the acquisition of all of the Shares that the Reporting persons do not currently beneficially own.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:

“On September 4, 2009, Fairfax issued a press release announcing that it is proposing to acquire all of the outstanding Shares that the Reporting Persons do not currently beneficially own for $60 per Share in cash (the “Proposal”).

A copy of the press release issued by Fairfax in connection with the Proposal is filed as Exhibit 10.2 to this Schedule 13D, and is incorporated by reference into this Item 4.

The Proposal would result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition of additional securities of OdysseyRe, a merger or other extraordinary transaction involving OdysseyRe, changes to OdysseyRe’s charter, by-laws or instruments corresponding thereto, the delisting of the Shares from the New York Stock Exchange and the Shares becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, and could result in a change to the present capitalization or dividend policy of OdysseyRe,

The specific terms and conditions of the Proposal will be set forth in an offer to purchase, merger agreement or other materials, any of which would be filed with the Securities and Exchange Commission.”

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:

“(a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

(b) The number of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J or K beneficially owns, or during the last 60 days has acquired or disposed of, any Shares.

To the best knowledge of the Reporting Persons, the following persons beneficially own approximately the following amounts of Shares and have sole voting power and sole dispositive power with respect to such Shares, except that Mr. Griffiths shares voting and dispositive power over 5,000 of such Shares with Fourfourtwo Investments Limited, a company controlled by Mr. Griffiths (in each case the amount of Shares accounts for less than 1% of the total outstanding amount of Shares):


James F. Dowd			13,092
Andrew A. Barnard			368,497
Anthony F. Griffiths			10,996
Brandon W. Sweitzer			7,986
Donald L. Smith			27,934

The Shares shown above for James F. Dowd, Andrew A. Barnard and Donald L. Smith include Shares acquired pursuant to OdysseyRe’s Employee Share Purchase Plan within the last 60 days.

(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares held by the Reporting Persons other than each of the Reporting Persons.

(e) Not applicable.”

Item 7. Material to be filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibits to the end thereof:

10.1		Joint filing agreement dated as of September 8, 2009 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Limited, Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, Inc., TIG Insurance Company, ORH Holdings Inc., and United States Fire Insurance Company.

10.2		Fairfax Financial Holdings Limited, press release dated September 4, 2009.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this statement with respect to such person is true, complete and correct.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 8^th day of September, 2009.


V. PREM WATSA
/s/ V. Prem Watsa


1109519 ONTARIO LIMITED
By	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	President

THE SIXTY TWO INVESTMENT COMPANY LIMITED
By:	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	President

810679 ONTARIO LIMITED
By:	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	President


FAIRFAX FINANCIAL HOLDINGS LIMITED
By:	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	Chairman and Chief Executive Officer

FFHL GROUP LTD.
By:	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	Vice President

FAIRFAX INC.
By:	/s/ Bradley P. Martin
	Name:	Bradley P. Martin
	Title:	Corporate Secretary

TIG HOLDINGS, INC.
By:	/s/ John J. Bator
	Name:	John J. Bator
	Title:	Vice President, Chief Financial Officer and Treasurer


TIG INSURANCE GROUP, INC.
By:	/s/ John J. Bator
	Name:	John J. Bator
	Title:	Senior Vice President and Chief Financial Officer

TIG INSURANCE COMPANY
By:	/s/ John J. Bator
	Name:	John J. Bator
	Title:	Senior Vice President and Chief Financial Officer

ORH HOLDINGS INC.
By:	/s/ Bradley P. Martin
	Name:	Bradley P. Martin
	Title:	Vice President

UNITED STATES FIRE INSURANCE COMPANY
By:	/s/ Paul W. Bassaline
	Name:	Paul W. Bassaline
	Title:	Vice President

Annex Index


Annex		Description

A		Directors and Executive Officers of 1109519 Ontario Limited

B		Directors and Executive Officers of The Sixty Two Investment Company Limited

C		Directors and Executive Officers of 810679 Ontario Limited

D		Directors and Executive Officers of Fairfax Financial Holdings Limited

E		Directors and Executive Officers of FFHL Group Ltd.

F		Directors and Executive Officers of Fairfax Inc.

G		Directors and Executive Officers of TIG Holdings, Inc.

H		Directors and Executive Officers of TIG Insurance Group, Inc.

I		Directors and Executive Officers of TIG Insurance Company

J		Directors and Executive Officers of ORH Holdings Inc.

K		Directors and Executive Officers of United States Fire Insurance Company

ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS OF
1109519 ONTARIO LIMITED

The following table sets forth certain information with respect to the directors and executive officers of 1109519 Ontario Limited.


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

V. Prem Watsa	Chairman and Chief Executive Officer,	Canadian
(President and Director)	Fairfax Financial Holdings Limited
	95 Wellington Street West
	Suite 800
	Toronto, Ontario M5J 2N7

Eric P. Salsberg	Vice President, Corporate Affairs,	Canadian
(Assistant Secretary and Director)	Fairfax Financial Holdings Limited

ANNEX B

DIRECTORS AND EXECUTIVE OFFICERS OF
THE SIXTY TWO INVESTMENT COMPANY LIMITED

The following table sets forth certain information with respect to the directors and executive officers of The Sixty Two Investment Company Limited.


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

V. Prem Watsa	Chairman and Chief Executive Officer,	Canadian
(President and Director)	Fairfax Financial Holdings Limited
	95 Wellington Street West
	Suite 800
	Toronto, Ontario M5J 2N7

Eric P. Salsberg	Vice President, Corporate Affairs,	Canadian
(Assistant Secretary and Director)	Fairfax Financial Holdings Limited

ANNEX C

DIRECTORS AND EXECUTIVE OFFICERS OF
810679 ONTARIO LIMITED

The following table sets forth certain information with respect to the directors and executive officers of 810679 Ontario Limited.


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

V. Prem Watsa	Chairman and Chief Executive Officer,	Canadian
(President and Director)	Fairfax Financial Holdings Limited
	95 Wellington Street West
	Suite 800
	Toronto, Ontario M5J 2N7

Eric P. Salsberg	Vice President, Corporate Affairs,	Canadian
(Assistant Secretary and Director)	Fairfax Financial Holdings Limited

ANNEX D

DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS LIMITED

The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

V. Prem Watsa	Chairman and Chief Executive Officer,	Canadian
(Chairman and Chief Executive Officer)	Fairfax Financial Holdings Limited
	95 Wellington Street West
	Suite 800
	Toronto, Ontario M5J 2N7

Anthony F. Griffiths	Independent Business Consultant	Canadian
(Director)	Toronto, Ontario, Canada

Robert J. Gunn	Independent Business Consultant	Canadian
(Director)	Toronto, Ontario, Canada

Alan D. Horn	Chairman and Acting Chief Executive	Canadian
(Director)	Officer, Rogers Communications Inc.
	333 Bloor Street East
	Toronto, Ontario M4W 1G9

David L. Johnston	President and Vice-Chancellor and	Canadian
(Director)	Professor, University of Waterloo
	200 University Avenue West
	Waterloo, Ontario N2L 3G1

Brandon W. Sweitzer	Senior Fellow,	United States
(Director)	U.S. Chamber of Commerce
	1615 H Street, NW
	Washington, DC 20062

Bradley P. Martin	Vice President, Chief Operating Officer	Canadian
(Vice President, Chief Operating	and Corporate Secretary
Officer and Corporate Secretary)	Fairfax Financial Holdings Limited

Greg Taylor (Vice President and Chief Financial Officer)	Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited	Canadian

Eric P. Salsberg	Vice President, Corporate Affairs,	Canadian
(Vice President, Corporate Affairs)	Fairfax Financial Holdings Limited


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

Paul Rivett	Vice President and Chief Legal Officer,	Canadian
(Vice President and Chief Legal Officer)	Fairfax Financial Holdings Limited

ANNEX E

DIRECTORS AND EXECUTIVE OFFICERS OF
FFHL GROUP LTD.

The following table sets forth certain information with respect to the directors and executive officers of FFHL Group Ltd.


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

V. Prem Watsa (President and Director)	Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7	Canadian

Eric P. Salsberg (Vice President and Director)	Vice President, Corporate Affairs, Fairfax Financial Holdings Limited	Canadian

Bradley P. Martin (Vice President and Secretary)	Vice President, Chief Operating Officer and Corporate Secretary Fairfax Financial Holdings Limited	Canadian

Ronald Schokking (Vice President and Director)	Vice President, Finance, Fairfax Financial Holdings Limited	Canadian

Paul Rivett (Director)	Vice President and Chief Legal Officer, Fairfax Financial Holdings Limited	Canadian

ANNEX F

DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX INC.

The following table sets forth certain information with respect to the directors and executive officers of Fairfax Inc.


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

Eric P. Salsberg	Vice President, Corporate Affairs,	Canadian
(Vice President and Director)	Fairfax Financial Holdings Limited
	95 Wellington Street West
	Suite 800
	Toronto, Ontario M5J 2N7

James F. Dowd	Chairman, President and Chief	United States
(Chairman, President, Chief	Executive Officer, Fairfax Inc.
Executive Officer and Director)	300 First Stamford Place
	Stamford, Connecticut 06902

John K. Cassil	Vice President and Treasurer	United States
(Vice President, Treasurer and Director)	Fairfax Inc.

Bradley P. Martin	Vice President, Chief Operating Officer	Canadian
(Corporate Secretary)	and Corporate Secretary
	Fairfax Financial Holdings Limited

ANNEX G

DIRECTORS AND EXECUTIVE OFFICERS OF
TIG HOLDINGS, INC.

The following table sets forth certain information with respect to the directors and executive officers of TIG Holdings, Inc.


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

V. Prem Watsa (Chairman and Director)	Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7	Canadian

James F. Dowd (President and Director)	Chairman, President and Chief Executive Officer, Fairfax Inc. 300 First Stamford Place Stamford, Connecticut 06902	United States

Bradley P. Martin (Director)	Vice President, Chief Operating Officer and Corporate Secretary Fairfax Financial Holdings Limited	Canadian

Nicholas C. Bentley (Director)	Chairman, President and Chief Executive Officer, TIG Insurance Company c/o Riverstone Resources 250 Commercial St. Suite 5000 Manchester, New Hampshire 03101	United Kingdom

John K. Cassil (Director)	Vice President and Treasurer, Fairfax Inc.	United States

John J. Bator (Vice President, Chief Financial Officer and Treasurer)	Senior Vice President and Chief Financial Officer, TIG Insurance Company	United States

ANNEX H

DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE GROUP, INC.

The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Group, Inc.


	Present Principal Occupation or
	Employment and the Name,
	Principal Business and Address of
	any Corporation or other
	Organization in which such
Name	employment is conducted	Citizenship

John K. Cassil (Chairman, Vice President and Director)	Vice President and Treasurer Fairfax Inc. 300 First Stamford Place Stamford, Connecticut 06902	United States

James F. Dowd (President and Director)	Chairman, President and Chief Executive Officer, Fairfax Inc.	United States

Nicholas C. Bentley (Chief Executive Officer and Director)	Chairman, President and Chief Executive Officer, TIG Insurance Company c/o Riverstone Resources 250 Commercial St. Suite 5000 Manchester, New Hampshire 03101	United Kingdom

Bradley P. Martin (Director)	Vice President, Chief Operating Officer and Corporate Secretary Fairfax Financial Holdings Limited	Canadian

John J. Bator (Senior Vice President and Chief Financial Officer)	Senior Vice President and Chief Financial Officer, TIG Insurance Company	United States

Charles G. Ehrlich (Senior Vice President and Secretary)	Senior Vice President and Secretary Riverstone Claims Management LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101	United States

ANNEX I

DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE COMPANY

The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Company.


	Present Principal Occupation or
	Employment and the Name,
	Principal Business and Address of
	any Corporation or other
	Organization in which such
Name	employment is conducted	Citizenship

Nicholas C. Bentley (Chairman, President, Chief Executive Officer and Director)	Chairman, President and Chief Executive Officer, TIG Insurance Company c/o Riverstone Resources 250 Commercial St. Suite 5000 Manchester, New Hampshire 03101	United Kingdom

John J. Bator (Senior Vice President, Chief Financial Officer and Director)	Senior Vice President and Chief Financial Officer, TIG Insurance Company	United States

Frank DeMaria (Senior Vice President, Director)	Senior Vice President, TIG Insurance Company	United States

Charles G. Ehrlich (Senior Vice President, Secretary and Director)	Senior Vice President and Secretary Riverstone Claims Management LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101	United States

Richard J. Fabian (Senior Vice President and Director)	Senior Vice President, TIG Insurance Company	United States

John M. Parker (Senior Vice President and Director)	Senior Vice President, TIG Insurance Company	United States

ANNEX J

DIRECTORS AND EXECUTIVE OFFICERS OF
ORH HOLDINGS INC.

The following table sets forth certain information with respect to the directors and executive officers of ORH Holdings Inc.


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

Andrew A. Barnard	President and Chief Executive Officer,	United States
(President)	Odyssey Re Holdings Corp.
	300 First Stamford Place,
	Stamford, Connecticut 06902

Eric P. Salsberg	Vice President, Corporate Affairs,	Canadian
(Vice President and Director)	Fairfax Financial Holdings Limited
	95 Wellington Street West
	Suite 800
	Toronto, Ontario

Bradley P. Martin	Vice President, Chief Operating Officer	Canadian
(Vice President and Director)	and Corporate Secretary
	Fairfax Financial Holdings Limited

Donald L. Smith (Director)	Senior Vice President, General	United States
	Counsel and Corporate Secretary,
	Odyssey Re Holdings Corp.

ANNEX K

DIRECTORS AND EXECUTIVE OFFICERS OF
UNITED STATES FIRE INSURANCE COMPANY

The following table sets forth certain information with respect to the directors and executive officers of United States Fire Insurance Company.


	Present Principal Occupation or
	Employment and the Name, Principal
	Business and Address of any
	Corporation or other Organization in
Name	which such employment is conducted	Citizenship

Douglas M. Libby (Chief Executive Officer, President, Chairman and Director)	Chief Executive Officer and President, Crum & Forster Holdings Corp. and various other insurance subsidiaries 305 Madison Avenue Morristown, NJ 07962	United States

Mary Jane Robertson (Executive Vice President, Chief Financial Officer, Treasurer and Director)	Executive Vice President, Chief Financial Officer and Treasurer, Crum & Forster Holdings Corp. and various other insurance subsidiaries	United States

Dennis J. Hammer (Senior Vice President, Controller and Director)	Senior Vice President and Controller, United States Fire Insurance Company	United States

Exhibit Index


Exhibit No.		Description

10.1		Joint filing agreement dated as of September 8, 2009 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Limited, Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, Inc., TIG Insurance Company, ORH Holdings Inc., and United States Fire Insurance Company.

10.2		Fairfax Financial Holdings Limited, press release dated September 4, 2009.

EX-10.1 2 o56946exv10w1.htm EX-10.1 EX-10.1

Exhibit 10.1

CUSIP No. 67612W108

AGREEMENT CONCERNING JOINT FILING
OF AMENDMENT NO. 10 TO SCHEDULE 13D

The undersigned agree as follows:

(i) each of them is individually eligible to use Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

Dated September 8, 2009


V. PREM WATSA
/s/ V. Prem Watsa

1109519 ONTARIO LIMITED
By	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	President

THE SIXTY TWO INVESTMENT COMPANY LIMITED
By:	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	President

810679 ONTARIO LIMITED
By:	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	President


FAIRFAX FINANCIAL HOLDINGS LIMITED
By:	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	Chairman and Chief Executive Officer

FFHL GROUP LTD.
By:	/s/ V. Prem Watsa
	Name:	V. Prem Watsa
	Title:	Vice President

FAIRFAX INC.
By:	/s/ Bradley P. Martin
	Name:	Bradley P. Martin
	Title:	Corporate Secretary

TIG HOLDINGS, INC.
By:	/s/ John J. Bator
	Name:	John J. Bator
	Title:	Vice President, Chief Financial Officer and Treasurer


TIG INSURANCE GROUP, INC.
By:	/s/ John J. Bator
	Name:	John J. Bator
	Title:	Senior Vice President and Chief Financial Officer

TIG INSURANCE COMPANY
By:	/s/ John J. Bator
	Name:	John J. Bator
	Title:	Senior Vice President and Chief Financial Officer

ORH HOLDINGS INC.
By:	/s/ Bradley P. Martin
	Name:	Bradley P. Martin
	Title:	Vice President

UNITED STATES FIRE INSURANCE COMPANY
By:	/s/ Paul W. Bassaline
	Name:	Paul W. Bassaline
	Title:	Vice President

EX-10.2 3 o56946exv10w2.htm EX-10.2 EX-10.2

Exhibit 10.2

FAIRFAX News Release

Stock Symbol: FFH (TSX and NYSE)

TORONTO, September 4, 2009

FAIRFAX PROPOSES TO ACQUIRE MINORITY STAKE IN ODYSSEY RE FOR $60 PER SHARE

(Note: All dollar amounts in this press release are expressed in U.S. dollars)

Fairfax Financial Holdings Limited (TSX and NYSE: FFH) announced today that it is proposing to acquire all of the outstanding shares of common stock of Odyssey Re Holdings Corp. (“Odyssey Re”) (NYSE: ORH) that it does not currently own for $60 per share in cash, representing a 19.8% premium over today’s closing price and a 23.2% premium over the 30-day average closing price. The purchase price represents a multiple of 1.16x Odyssey Re’s book value per share as of June 30, 2009 as compared to an average multiple of approximately 0.91x for a group of reinsurance peers as of the same date. Based on Odyssey Re’s initial public offering price of $18.00 per share in June 2001, the purchase price represents a compounded annual return of 16.2%. Fairfax currently owns approximately 72.6% of all outstanding shares of common stock of Odyssey Re.

Fairfax intends to issue new equity under its existing shelf prospectus, the proceeds of which would be used to fully fund the proposed acquisition of Odyssey Re shares. Following completion of the proposed acquisition of Odyssey Re and the proposed Fairfax new equity issuance, Fairfax expects to continue to have in excess of $1 billion in cash and marketable securities at the holding company level.

“Our offering price, which is well above any price at which Odyssey Re shares have ever traded, represents an attractive opportunity for Odyssey Re shareholders to obtain liquidity at a significant premium to the market price and to the valuation of Odyssey Re’s peer group,” said Prem Watsa, Chairman and CEO of Fairfax. Mr. Watsa added, “Following completion of the transaction, Odyssey Re would have the benefit of the strong financial position and financial flexibility of Fairfax as its business continues to move forward.”

Prior to this announcement, Fairfax previously advised the board of directors of Odyssey Re that it wished to explore a potential transaction in which Fairfax would acquire all of the outstanding shares of Odyssey Re common stock it did not already own. Fairfax has been advised that the board of directors of Odyssey Re has formed a special committee of independent directors to evaluate Fairfax’s proposal and that the special committee has engaged independent financial and legal advisors. Directors of Odyssey Re affiliated with Fairfax will not participate in the evaluation of the proposal.

Following completion of the proposed offer, there would be no changes in Odyssey Re’s strategic or operating philosophy. Under the leadership of Andy Bernard, President and CEO, Odyssey Re will continue to operate its business exactly as it has always been run, on an independent and decentralized basis.

Fairfax has advised Odyssey Re that Fairfax’s sole interest is in acquiring the shares of common stock of Odyssey Re that it does not currently own and that it has no interest in a disposition of its controlling interest in Odyssey Re.

Odyssey Re stockholders and other interested parties are urged to read material that will be filed with the SEC and Canadian provincial securities regulators by Fairfax and Odyssey Re in connection with the proposed transaction when they become available because they will contain important information. Odyssey Re

FAIRFAX FINANCIAL HOLDINGS LIMITED
95 Wellington Street West, Suite 800, Toronto Ontario M5J 2N7 Telephone 416/367 4941 Telecopier 367 4946

stockholders will be able to obtain such documents free of charge at the SEC’s web site, www.sec.gov, or www.sedar.com, or from Fairfax at 95 Wellington Street West, Suite 800, Toronto, Canada, M5J 2N7. This release is not a solicitation of any proxy.

BofA Merrill Lynch is serving as Fairfax’s financial advisor and Shearman & Sterling LLP and Torys LLP are acting as its legal counsel.

Fairfax Financial Holdings Limited is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management.

This press release include certain forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Fairfax to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to the risks and uncertainties are described in our most recently issued Annual Report which is available at www.fairfax.ca and in our Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada and the United States, which is available on SEDAR and EDGAR. Fairfax disclaims any intention or obligation to update or revise any forward-looking statements, except as required by law.

-30-


For further information contact:		Greg Taylor, Chief Financial Officer, at (416) 367-4941
		Media Contact: Paul Rivett, Chief Legal Officer, at (416) 367-4941

FAIRFAX FINANCIAL HOLDINGS LIMITED
95 Wellington Street West, Suite 800, Toronto Ontario M5J 2N7 Telephone 416/367 4941 Telecopier 367 4946

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