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                                                                   EXHIBIT 10.34

                             TAX SERVICES AGREEMENT

     This Services Agreement (this "Agreement") is made by and between Odyssey
Re Holdings Corp. ("OReH") and Fairfax Inc. (Fairfax) and is effective as of the
10th day of May, 2001.

                                    RECITALS

     WHEREAS, Fairfax agrees to perform certain services and OReH agrees to pay
for such services as more specifically set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:

                                   ARTICLE I

                             SERVICES AND INVOICING

     1.01 Nature of Services.  Fairfax shall provide tax consulting and
compliance services (the "Services") to OReH.

     1.02 Invoices.  During the period of time that Fairfax is actively
providing Services to OReH pursuant to this Agreement, Fairfax shall send OReH
an invoice on a quarterly basis in such form as Fairfax deems appropriate. The
invoice amount will reflect a fee to be mutually agreed to by both parties for
services rendered by Fairfax plus any fees and/or reasonable expenses paid by
Fairfax to independent service providers including without limitation attorneys,
accountants, and outside consultants on behalf of OReH. Upon mutual agreement by
both parties, the quarterly base fee may be adjusted for changes in services
provided or costs incurred. All invoices are due and payable upon presentation.

                                   ARTICLE II

                               DUTIES OF FAIRFAX

     2.01 Compliance.  Fairfax shall comply with all applicable local, state,
and federal laws and regulations regarding Fairfax's duties under this Agreement
and shall maintain all licenses which may be required for Fairfax to perform
their duties herein. Fairfax shall advise OReH within five (5) days of any
inquiry, investigation, cease and desist order, or other similar item received
from any state or federal regulatory or law enforcement body that Fairfax deems
to be material whether or not related to services to be performed herein.

     2.02 Record Keeping.  Fairfax shall maintain true and correct records
relating to the Services provided herein. Such records shall be maintained
during the Term of this Agreement and for a period of 3 years after termination
of this Agreement. Fairfax shall make such books and records available for
inspection (including on-site inspection, audit, and copying) by OReH, at any
time upon reasonable notice to Fairfax, during the Term hereof and for a period
of 3 years thereafter. Fairfax may charge OReH a reasonable fee for maintaining
and providing OReH availability to these records during this period.

                                  ARTICLE III

                            RIGHTS AND DUTIES OF ORG

     3.01 General Rights and Duties.

     OReH shall make such changes as OReH deems advisable in the conduct of its
business and no liability shall attach by reason of doing so. OReH shall give
reasonable notice to Fairfax regarding any changes that would materially affect
the performance of Fairfax's duties under this Agreement or add to those duties.

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                                   ARTICLE IV

                                CONFIDENTIALITY

     4.01 Confidential Information.  The term "Confidential Information" as used
in this Agreement shall mean all information or documents relating to the
business or affairs of OReH including, but not limited to, any electronic data
provided to Fairfax by OReH, provided, however, that Confidential Information
shall not include any information that is already publicly known or publicly
available in a lawful manner, or rightfully received from a third party without
obligations of confidence, or information that is developed by Fairfax not in
connection with this Agreement. The parties hereto agree that the Confidential
Information is the property of and proprietary to OReH and such Confidential
Information shall be used only for the contemplated purposes of this Agreement
and shall not be used for any other purpose or disclosed to any third party
without the prior written consent of OReH.

     4.02 Use of Confidential Information.  It is understood and agreed that
Fairfax, in connection with the Services, may come into the possession of
Confidential Information. Fairfax shall take reasonable precautions to ensure
protection and continued confidentiality of such Confidential Information and
such Confidential Information shall be used only for the contemplated purposes
of this Agreement and shall not be used for any other purpose or disclosed to
any third party without the prior written consent of OReH. Fairfax shall not
disclose, provide or otherwise make available any such Confidential Information
to any persons other than members of Fairfax's staff, if any, who reasonably
require access to such Confidential Information for purposes of performing the
Services. Fairfax shall not print, copy, or reproduce in any way, the
Confidential Information, except as may be required in connection with the
Services. Upon termination of this Agreement and notice and request by OReH,
Fairfax shall return all Confidential Information in its possession to OReH.

                                   ARTICLE V

                                INDEMNIFICATION

     5.01 Indemnification.  Each party ("Indemnifying Party") agrees to
indemnify and hold harmless the other party ("Indemnified Party"), its officers,
directors, agents, and employees from and against all liabilities, losses,
expenses, claims, demands, suites, fines, or judgements including, but not
limited to, attorneys' fees, costs, and expenses incident thereto which may be
suffered by, accrued against, be charged to or recoverable from the Indemnified
Party, its officers, directors, agents, or employees, by reason of or arising
out of or in connection with any negligent or intentional acts, errors, or
omissions of the Indemnifying Party, its officers, directors, agents, or
employees.

     5.02 Notice with Respect to Indemnification.  The Indemnified Party shall
provide the Indemnifying Party notice of any proceedings to which this Article V
applies as soon as the Indemnified Party learns of such proceedings.

                                   ARTICLE VI

                                  TERMINATION

     6.01 Termination Upon Notice.  This Agreement may be terminated without
cause by either party giving the other party 90 days written notice.

                                  ARTICLE VII

                                 MISCELLANEOUS

     7.01 Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its rules
regarding conflict of laws.

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     7.02 Severability.  Wherever possible, each provision of this Agreement
will be interpreted in such a manner and to such an extent as to be effective
and valid under applicable law. If any provision is prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity.

     7.03 Integration, Waiver, and Amendment.  This Agreement constitutes the
entire agreement between OReH and Fairfax and supersedes any and all other
agreements, either oral or written, between OReH and Fairfax with respect to the
Services. No waiver by either party to enforce any provision of this Agreement
will be effective unless made in writing and signed by an authorized officer of
OReH and Fairfax and shall be effective as to the specifically stated waiver. No
amendment to this Agreement will be effective unless made in writing and signed
by the parties hereto, and specifying the effective date of such amendment.

     7.04 Conformance to Law.  This Agreement shall, without prior notice, be
automatically modified to conform with any law or governmental regulation having
application to or jurisdiction over the subject matter of the parties hereto,
and the parties shall promptly amend the Agreement to comply with such
modifications.

     7.05 Dispute Resolution.  Any controversy or claim arising out of or
relating to this Agreement or the breach thereof, shall be settled by
arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.

     This Section 7.05 shall survive termination of this Agreement.

     7.06 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

     7.07 Term.  This Agreement shall continue in full force and effect (unless
terminated earlier as set out in Article VI hereof) until December 31, 2001
("Initial Term) and shall be automatically renewed beginning January 1, 2002,
for successive term(s) of one (1) calendar year each ("Successive Term(s)")
unless terminated earlier as provided herein. The Initial Term and Successive
Term(s) shall collectively be referred to as "Term(s)".

     7.08 Notice.  Except as otherwise set forth herein, any notice required
under this Agreement must be in writing and sent certified mail, fax, or
personally delivered. Notice shall be effective upon receipt, or five (5) days
after mailing to the other party, whichever comes first. Unless changed, the
addresses of the respective parties are:

     FAIRFAX:     Fairfax Tax Dept
                  5205 North O'Connor Blvd.
                  Irving, Texas 75039
                  Attention: Cynthia D. Crandall

     ORG:          Odyssey Re Holdings Corp.
                   300 First Stamford Place
                   Stamford, Connecticut 06902
                   Attention: General Counsel

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     7.09

     IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement
to be executed as of the day and year first above written.

                                          ODYSSEY RE HOLDINGS CORP.

                                          By:      /s/ DONALD L. SMITH
                                          --------------------------------------
                                          Name Printed: Donald L. Smith
                                          --------------------------------------
                                          Title: Senior Vice President
                                          --------------------------------------

                                          FAIRFAX, INC.

                                          By:    /s/ CYNTHIA D. CRANDALL
                                          --------------------------------------
                                          Name Printed: Cynthia D. Crandall
                                          --------------------------------------
                                          Title: Vice President
                                          --------------------------------------

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