<PAGE>   1

                                                                   EXHIBIT 10.31

                                AMENDMENT NO. 2

                        ODYSSEY REINSURANCE CORPORATION
                     RESTATED SUPPLEMENTAL RETIREMENT PLAN

     The Plan named above gives the Employer the right to amend it at any time.
According to that right, the Plan is amended as provided below:

Effective January 1, 2000,

     by striking the following:

          Title Page
          Page 4
          Page 5
          Appendix A

     and substituting the following:

          Title Page
          Page 4
          Page 5
          Appendix A

     The provisions and conditions set forth on any page of this amendment are a
part of the Plan as fully as if recited over the signature(s) below.

     Unless otherwise stated on any page of this amendment, eligibility for any
benefits and the amount of such benefits payable to or on behalf of an
individual who is an Inactive Participant on the effective date(s) stated above,
shall be determined according to the provisions of the Plan as in effect on the
day before he become an Inactive Participant.

     By signing this amendment, the Employer acknowledges having counseled to
the extent necessary with selected legal and tax advisors regarding the
amendment's legal and tax implications.

     Signed this 11 day of April, 2001.

<TABLE>
<S>                                                <C>
ODYSSEY AMERICA REINSURANCE CORPORATION            ODYSSEY REINSURANCE CORPORATION

           By /s/ DONALY L. SMITH                             By /s/ DONALD L. SMITH
--------------------------------------------       --------------------------------------------
           Senior Vice President                              Senior Vice President
--------------------------------------------       --------------------------------------------
                   Title                                              Title
</TABLE>
<PAGE>   2

                       AMEND. NO. 2 PAGE DTD. 01/01/2000

                                ODYSSEY AMERICA
                            REINSURANCE CORPORATION
                             RESTATED SUPPLEMENTAL
                                RETIREMENT PLAN

Effective: January 1, 1989
<PAGE>   3

                       AMEND. NO. 2 PAGE DTD. 01/01/2000

     BENEFICIARY means the person or persons named by a Participant to receive
any benefits under this Plan upon the Participant's death. See the BENEFICIARY
SECTION of Article IX.

     CODE means the Internal Revenue Code of 1986, as amended.

     DEFINED BENEFIT PLAN means the Odyssey America Reinsurance Corporation
Restated Employees Retirement Plan.

     EARLY RETIREMENT DATE means the Participant's early retirement date under
the Defined Benefit Plan.

     ELIGIBLE EMPLOYEE means any Employee of the Employer who qualifies to
participate in the Defined Benefit Plan.

     EMPLOYEE means an individual who is employed by the Employer.

     EMPLOYER means Odyssey America Reinsurance Corporation or any Adopting
Employer.

     ENTRY DATE means the date an Employee first enters the Plan as an Active
Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

     FISCAL YEAR means the Employer's taxable year. The last day of the Fiscal
Year is December 31.

                                        4
<PAGE>   4

                       AMEND. NO. 2 PAGE DTD. 01/01/2000

     INACTIVE PARTICIPANT means a former Active Participant who is no longer a
Participant in the Plan, but is entitled to receive a Supplemental Retirement
Benefit under the Plan. See the INACTIVE PARTICIPANT SECTION of Article II.

     LATE RETIREMENT DATE means the late retirement date as defined in the
Defined Benefit Plan.

     NORMAL RETIREMENT DATE means a Participant's normal retirement date as
defined in the Defined Benefit Plan.

     PARTICIPANT means either an Active Participant or an Inactive Participant.

     PLAN means the Odyssey America Reinsurance Corporation Restated
Supplemental Retirement Plan of the Employer set forth in this document,
including any later amendments to it.

     PLAN ADMINISTRATOR means the Odyssey America Reinsurance Corporation
Benefit Plan Administrative Committee.

     PLAN YEAR means a period beginning on a Yearly Date and ending on the day
before the next Yearly Date.

                                        5
<PAGE>   5

                       AMEND. NO. 2 PAGE DTD. 01/01/2000

                                   APPENDIX A

                    Odyssey America Reinsurance Corporation
                     Restated Supplemental Retirement Plan
                                  Participants

                                 James F. Dowd
                              Steven J. Bensinger
                               Charles H. Jaeger
                               Thomas J. McGeough
                               Howard N. Anderson
                               Gerald J. Sheehan
                                Bernard O. Meyer
                              Robert F. McDonnell
                                Bernard J. Mone
                                 Paul H. Myers
                                William R. Egan
                                Robert H. Burns
                               James J. Farrelly
                                 John W. Patane
                                 Albert J. Beer
                               Gregory E. Leonard
                              George E. Ratcliffe
                                Laszlo K. Gonye
<PAGE>   6

                                AMENDMENT NO. 1

                    SKANDIA AMERICA REINSURANCE CORPORATION
                     RESTATED SUPPLEMENTAL RETIREMENT PLAN

     The Plan named above gives the Employer the right to amend it at any time,
according to that right, the Plan is amended, effective May 31, 1996, as
provided below:

     By striking the words "SKANDIA AMERICA REINSURANCE CORPORATION RESTATED
SUPPLEMENTAL RETIREMENT PLAN" and substituting the words "ODYSSEY REINSURANCE
CORPORATION RESTATED SUPPLEMENTAL RETIREMENT PLAN".

     By striking the definition of DEFINED BENEFIT PLAN in the DEFINITIONS
SECTION of Article I and substituting the following:

     DEFINED BENEFIT PLAN means the Odyssey Reinsurance Corporation Restated
Employees Retirement Plan.

     By striking the definition of EMPLOYER in the DEFINITIONS SECTION of
Article I and substituting the following:

     EMPLOYER means Odyssey Reinsurance Corporation or any Adopting Employer.

     By striking the definition of PLAN in the DEFINITIONS SECTION of Article I
and substituting the following:

     PLAN means the Odyssey Reinsurance Corporation Restated Supplemental
Retirement Plan of the Employer set forth in this document, including any later
amendments to it.

     By striking the definition of PLAN ADMINISTRATION in the DEFINITIONS
SECTION of Article I and substituting the following:

     PLAN ADMINISTRATOR means Odyssey Reinsurance Corporation Benefit Plan
Administrative Committee.

     By striking the words "Skandia America Reinsurance Corporation Restated
Supplemental Retirement Plan Participants" in APPENDIX A, and substituting the
following in lieu thereof: "Odyssey Reinsurance Corporation Restated
Supplemental Retirement Plan Participants".

     The provisions and conditions set forth in this amendment are a part of the
Plan as fully as if recited over the signature(s) below.

     By signing this amendment, the Employer acknowledges having counseled to
the extent necessary with selected legal and tax advisors regarding the
amendment's legal and tax implications.

Signed this 19 day of December, 1997.

ODYSSEY REINSURANCE CORPORATION

By /s/ Donald L. Smith
   ---------------------------------------------
   Title: VP, General Counsel &
          Corporate Secretary
<PAGE>   7

                                    3/12/92

                    SKANDIA AMERICA REINSURANCE CORPORATION

                     RESTATED SUPPLEMENTAL RETIREMENT PLAN

Effective: January 1, 1989
<PAGE>   8

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
ARTICLE I FORMAT AND DEFINITIONS............................    3
Section 1.01. Format........................................    3
Section 1.02. Definitions...................................    3
ARTICLE II PARTICIPATION....................................    6
Section 2.01. Active Participant............................    6
Section 2.02. Inactive Participant..........................    7
Section 2.03. Cessation of Participation....................    8
ARTICLE III UNFUNDED BENEFITS...............................    8
Section 3.01. Benefits......................................    8
ARTICLE IV SUPPLEMENTAL RETIREMENT BENEFITS.................    9
Section 4.01. Supplemental Retirement Benefit...............    9
Section 4.02. Amount of Benefit at Retirement...............   10
Section 4.03. Vesting.......................................   10
ARTICLE V OTHER BENEFITS....................................   10
Section 5.01. Death Benefits................................   10
Section 5.02. Disability Benefits...........................   11
Section 5.03. Other Benefits................................   11
ARTICLE VI WHEN BENEFITS START AND DISTRIBUTION OF
  BENEFITS..................................................   11
Section 6.01. When Benefits Start...........................   11
Section 6.02. Forms of Distribution.........................   11
ARTICLE VII TERMINATION OF PLAN.............................   12
ARTICLE VIII ADMINISTRATION OF PLAN.........................   12
Section 8.01. Administration................................   12
Section 8.02. Records.......................................   13
Section 8.03. Delegation of Authority.......................   14
ARTICLE IX GENERAL PROVISIONS...............................   14
Section 9.01. Amendments....................................   14
Section 9.02. Employment Status.............................   14
Section 9.03. Final Payment.................................   14
Section 9.04. Beneficiary...................................   15
Section 9.05. Nonalienation of Benefits.....................   15
Section 9.06. Construction..................................   15
Section 9.07. Legal Actions.................................   16
Section 9.08. Word Usage....................................   16
</TABLE>

                                        i
<PAGE>   9

                                  INTRODUCTION

     The Employer is establishing a nonqualified, unfunded retirement plan which
has been designed as, and is intended to be, an unfunded plan for purposes of
the Employee Retirement Income Security Act of 1974, as amended, and a
nonqualified plan under the Internal Revenue Code of 1986, including any later
amendments to the Code. The plan is effective January 1, 1989 and is intended to
succeed and amend the Excess Benefit Plan adopted by the board of directors of
the Employer on July 25, 1978. The plan is designed to continue to provide
benefits for a select group of highly compensated employees and to provide
benefits to a group of employees whose benefits were affected as a result of the
amendment of the Employer's retirement plan. The Employer agrees to operate the
plan according to the terms, provisions and conditions set forth in this
document.

     Any funds accumulated for purposes of providing benefits under this plan
are fully available to satisfy the claims of the Employer's creditors.
Participants have no greater rights with regard to such fund than any other
general creditor of the Employer.
<PAGE>   10

                                   ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01. FORMAT.

     Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

     These words and phrases will have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02. DEFINITIONS.

     ACTIVE PARTICIPANT means an Eligible Employee who is actively participating
in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of
Article II.

     ADOPTING EMPLOYER means an employer controlled by or affiliated with the
Employer and listed in the ADOPTING EMPLOYERS -- SINGLE PLAN SECTION of Article
II.

     ANNUITY STARTING DATE means, for a Participant, the first day of the first
period for which an amount is payable as an annuity or any other form pursuant
to the Defined Benefit Plan.

                                        3
<PAGE>   11

     BENEFICIARY means the person or persons named by a Participant to receive
any benefits under this Plan upon the Participant's death. See the BENEFICIARY
SECTION of Article IX.

     CODE means the Internal Revenue Code of 1986, as amended.

     DEFINED BENEFIT PLAN means the Skandia America Reinsurance Corporation
Restated Employees Retirement Plan.

     EARLY RETIREMENT DATE means the Participant's early retirement date under
the Defined Benefit Plan.

     ELIGIBLE EMPLOYEE means any Employee of the Employer who qualifies to
participate in the Defined Benefit Plan.

     EMPLOYEE means an individual who is employed by the Employer.

     EMPLOYER means Skandia America Reinsurance Corporation or any Adopting
Employer.

     ENTRY DATE means the date an Employee first enters the Plan as an Active
Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

     FISCAL YEAR means the Employer's taxable year. The last day of the Fiscal
Year is December 31.

                                        4
<PAGE>   12

     INACTIVE PARTICIPANT means a former Active Participant who is no longer a
Participant in the Plan, but is entitled to receive a Supplemental Retirement
Benefit under the Plan. See the INACTIVE PARTICIPANT SECTION of Article II.

     LATE RETIREMENT DATE means the late retirement date as defined in the
Defined Benefit Plan.

     NORMAL RETIREMENT DATE means a Participant's normal retirement date as
defined in the Defined Benefit Plan.

     PARTICIPANT means either an Active Participant or an Inactive Participant.

     PLAN means the Skandia America Reinsurance Corporation Restated
Supplemental Retirement Plan of the Employer set forth in this document,
including any later amendments to it.

     PLAN ADMINISTRATOR means the Skandia America Reinsurance Corporation
Benefit Plan Administrative Committee.

     PLAN YEAR means a period beginning on a Yearly Date and ending on the day
before the next Yearly Date.

                                        5
<PAGE>   13

     REENTRY DATE means the date a former Active Participant reenters the Plan.
See the ACTIVE PARTICIPANT SECTION of Article II.

     RETIREMENT DATE means the date a retirement benefit will begin and is a
Participant's Early, Normal or Late Retirement Date, as the case may be.

     SUPPLEMENTAL RETIREMENT BENEFIT means the benefit payable under the Plan.

     YEARLY DATE means January 1, 1989, and the same day of each year
thereafter.

                                   ARTICLE II

                                 PARTICIPATION

SECTION 2.01. ACTIVE PARTICIPANT.

     (a)   An Employee shall first become an Active Participant in the Plan on
           the earliest monthly date on or after January 1, 1989, on which he is
           an Eligible Employee. This date is his Entry Date.

                                        6
<PAGE>   14

        If a person has been an Eligible Employee, but is not an Eligible
        Employee on the date which would have been his Entry Date, he shall
        become an Active Participant on the date he again becomes an Eligible
        Employee. This date is his Entry Date.

     (b)   An Inactive Participant shall again become an Active Participant in
           the Plan on the date he again performs an hour of service as an
           Eligible Employee. This date is his Reentry Date.

     Upon again becoming an Active Participant, he shall cease to be an Inactive
     Participant.

SECTION 2.02. INACTIVE PARTICIPANT.

     An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earliest of the following:

     (a)   The date on which he ceases to be an Eligible Employee (on his
           Retirement Date if he ceases to be an Eligible Employee within one
           month of his Retirement Date).

     (b)   The effective date of complete termination of the Plan.

                                        7
<PAGE>   15

SECTION 2.03. CESSATION OF PARTICIPATION.

     A Participant, whether active or inactive, shall cease to be a Participant
on the date of termination of participation pursuant, to the Defined Benefit
Plan.

                                  ARTICLE III

                               UNFUNDED BENEFITS

SECTION 3.01. BENEFITS.

     Benefits under the Plan are not funded, but shall be paid by the Employer
as and when they become due.

     (a)   Nothing contained in this Plan, and no action taken pursuant to its
           provisions by either party hereto, shall create, or be construed to
           create a fiduciary relationship between the Employer and the
           Participant or any other person. The obligation of the Employer is
           purely contractual and shall not be funded or secured in any way.

     (b)   The payments to the Participant hereunder, if any, shall be made from
           assets that shall continue, for all purposes, to be a part of the
           general assets of the Employer, and no person shall have, by virtue
           of the provisions of the Plan, any interest in such assets. To the
           extent that any person acquires a right to receive

                                        8
<PAGE>   16

       payments from the Employer under the provisions hereof, such right shall
       be no greater than the might of any unsecured general creditor of the
       Employer.

                                   ARTICLE IV

                        SUPPLEMENTAL RETIREMENT BENEFITS

SECTION 4.01. SUPPLEMENTAL RETIREMENT BENEFIT.

     A Participant shall be entitled to a Supplemental Retirement Benefit equal
to the excess, if any, of (a) over (b), as follows:

     (a)   equals the combination of (i) and (ii) below:

        (i) the benefit under the Defined Benefit Plan to which a Participant as
            listed in Appendix A would have been entitled had the benefit
            formula under the Defined Benefit Plan, which was in effect on
            December 31, 1988, continued in effect until the Participant were to
            become entitled to a benefit under the Defined Benefit Plan; and
            (ii) the benefit under the Defined Benefit Plan to which any
            Participant would be entitled under the Defined Benefit Plan
            computed without regard to the limitation of Sections 415 and
            401(a)(17) of the Code.

     (b)   equals the actual benefit payable to the Participant pursuant to the
           Defined Benefit Plan.

                                        9
<PAGE>   17

SECTION 4.02. AMOUNT OF BENEFIT AT RETIREMENT.

     An Active Participant's retirement benefit pursuant to the Plan on his
Retirement Date shall be equal to his Supplemental Retirement Benefit as
determined under Section 4.01 on such date.

SECTION 4.03. VESTING.

     The Supplemental Retirement Benefit provided for by this Article IV shall
be payable only if the Participant is vested pursuant to the Defined Benefit
Plan.

                                   ARTICLE V

                                 OTHER BENEFITS

SECTION 5.01. DEATH BENEFITS.

     If a married Participant dies before his Annuity Starting Date but after
vesting pursuant to the Defined Benefit Plan, a death benefit equal to the
Supplemental Retirement Benefit as determined under Section 4.01 shall be paid
in the same manner and form as the benefit paid under the Defined Benefit Plan.

     Any death benefit after the Annuity Starting Date will be determined by the
form of retirement benefit being paid under the Defined Benefit Plan.

                                        10
<PAGE>   18

SECTION 5.02. DISABILITY BENEFITS.

     An Active Participant shall continue to participate in this Plan if he
becomes Totally and Permanently Disabled to the same extent that he continues to
participate in the Defined Benefit Plan.

SECTION 5.03. OTHER BENEFITS.

     A Participant who becomes an Inactive Participant before retirement or
death will be entitled to a Supplemental Retirement Benefit as determined
pursuant to Section 4.

                                   ARTICLE VI

                WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS

SECTION 6.01. WHEN BENEFITS START.

     Benefits payable to or on behalf of a Participant under the Plan will start
when benefits are payable to or on behalf of a Participant under the Defined
Benefit Plan start.

SECTION 6.02. FORMS OF DISTRIBUTION.

     The Supplemental Retirement Benefit payable to or on behalf of a
Participant shall be in the same form as the benefit payable under the Defined
Benefit Plan.

                                        11
<PAGE>   19

                                  ARTICLE VII

                              TERMINATION OF PLAN

     The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Upon complete termination of the Plan, no
further Employees shall become Participants.

                                  ARTICLE VIII

                             ADMINISTRATION OF PLAN

SECTION 8.01. ADMINISTRATION.

     Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has the power to construe the Plan and to determine all questions that may arise
under the Plan, including all questions relating to the eligibility of Employees
to participate in the Plan and the amount of benefit to which any Participant,
Beneficiary, spouse or contingent annuitant may become entitled. The Plan
Administrator's decisions upon all matters within the scope of its authority
shall be final.

                                        12
<PAGE>   20

     Unless otherwise set out in the Plan, the Plan Administrator may delegate
recordkeeping and other duties which are necessary for the administration of the
Plan to any person or firm which agrees to accept such duties. The Plan
Administrator shall be entitled to rely upon all tables, valuations,
certificates and reports furnished by the consultant or actuary appointed by the
Plan Administrator and upon all opinions given by any counsel selected or
approved by the Plan Administrator.

     The Plan Administrator shall receive all claims for benefits by
Participants, former Participants, Beneficiaries, spouses, and Contingent
Annuitants. The Plan Administrator shall determine all facts necessary to
establish the right of any claimant to benefits and the amount of those benefits
under the provisions of the Plan. The Plan Administrator may establish rules and
procedures to be followed by claimants in filing claims for benefits, in
furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the plan.

SECTION 8.02. RECORDS.

     All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

                                        13
<PAGE>   21

     Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 8.03. DELEGATION OF AUTHORITY.

     All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to human resources
personnel.

                                   ARTICLE IX

                               GENERAL PROVISIONS

SECTION 9.01. AMENDMENTS.

     The Employer may amend this Plan at any time to comply with the
requirements of any law or regulation issued by any governmental agency to which
the Plan is subject.

SECTION 9.02. EMPLOYMENT STATUS.

     Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to discharge
any Employee.

SECTION 9.03. FINAL PAYMENT.

     Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, spouse or Contingent Annuitant of such
Participant under the Plan provisions shall be in

                                        14
<PAGE>   22

full satisfaction of all claims against she Plan, the Plan administrator and the
Employer arising under or by virtue of the Plan.

SECTION 9.04. BENEFICIARY.

     The Beneficiary of any Supplemental Retirement Benefit payable under this
Plan shall be the same as the beneficiary designated from time to time under the
Defined Benefit Plan. If no beneficiary is so designated, the Supplemental
Retirement Benefit shall be payable as distributed under the Defined Benefit
Plan.

SECTION 9.05. NONALIENATION OF BENEFITS.

     Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary or spouse. A Participant, Beneficiary
or spouse does not have any rights to alienate, anticipate, commute, pledge,
encumber or assign any of such benefits.

SECTION 9.06. CONSTRUCTION.

     The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state of New York. In case any provision of this Plan is held
illegal or invalid for any reason, such determination shall not affect the
remaining

                                        15
<PAGE>   23

provisions of this Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had never been included.

SECTION 9.07. LEGAL ACTIONS.

     The Plan and the Plan Administrator are the necessary parties to any action
or proceeding involving the assets held with respect to the Plan or
administration of the Plan. No person employed by the Employer, no Participant,
former Participant or their Beneficiaries or any other person having or claiming
to have an interest in the Plan is entitled to any notice of process. A final
judgment entered in any such action or proceeding shall be binding and
conclusive on all persons having or claiming to have an interest in the Plan.

SECTION 9.08. WORD USAGE.

     The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words as used in this Plan may include the plural,
unless the context indicates otherwise.

                                        16
<PAGE>   24

                                                                      APPENDIX A

                    SKANDIA AMERICA REINSURANCE CORPORATION
                     RESTATED SUPPLEMENTAL RETIREMENT PLAN
                                  PARTICIPANTS

                                 James F. Dowd
                              Steven J. Bensinger
                                 Fred K. Ellis
                               Charles H. Jaeger
                                 John J. Murphy
                               Thomas J. McGeough
                                J. William Greve
                               Howard N. Anderson
                               Gerald J. Sheehan
                                Bernard O. Meyer
                              Robert F. McDonnell
                                Bernard J. Mone
                                 Paul H. Myers
                                William R. Egan
                                Robert H. Burns
                               James J. Farrelly
                                 John W. Patane
                                 Albert J. Beer
                               Gregory E. Leonard
                              George E. Ratcliffe
                                Laszlo K. Gonye