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INVESTMENT AGREEMENT



THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of January 1, 2003, is made by and between
HAMBLIN WATSA INVESTMENT COUNSEL LTD. (“HW”), FAIRFAX FINANCIAL HOLDINGS LIMITED (“FFH”) and HUDSON
INSURANCE COMPANY (“Hudson”). As used in this Agreement, “we”, “us” and “our” shall refer to
Hudson, and “you” and “your” shall refer to HW and FFH jointly. This Agreement supersedes and
replaces the Investment Management Agreements between Hudson and HW dated May 11, 2001 and the
Investment Administration Agreement between Hudson and FFH dated May 11, 2001.



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
changed by us, 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 Delaware.
	 
	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 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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	 	 	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.






	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 us from time to time and is
approved by the Delaware 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.
	 
	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.




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	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 Delaware 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.
	 
	 	 	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 we 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




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	 	 	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 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




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	 	 	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 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




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agreement signed by the parties and approved by the Delaware 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.




	 	 	 	 	 	 	 
	HUDSON INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	/s/ PETER H. LOVELL	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	AUTHORIZED SIGNATURE	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	PETER H. LOVELL, SVP	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	NAME OF AUTHORIZED SIGNATORY	 	 
	 
	 	 	 	 	 	 
	HAMBLIN WATSA INVESTMENT COUNSEL LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	/s/ F. BRIAN BRADSTREET	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	AUTHORIZED SIGNATURE	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	F. BRIAN BRADSTREET	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	NAME OF AUTHORIZED SIGNATORY	 	 
	 
	 	 	 	 	 	 
	FAIRFAX FINANCIAL HOLDINGS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	/s/ PAUL RIVETT	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	AUTHORIZED SIGNATURE	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	PAUL RIVETT	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	NAME OF AUTHORIZED SIGNATORY	 	 






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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.



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We do not regard rating services as being an unimpeachable 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






Delaware Insurance Laws will be complied with, specifically Chapter 13 — Investments.




	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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	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:




	 	 	 	 	 
	 	 	Range
	Equities
	 	 	0-25	%
	 
	 	 	 	 
	Fixed Income
	 	 	0-100	%
	 
	 	 	 	 
	Cash
	 	Residual
	 
	 	 	 	 
	Total
	 	 	100	%





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.




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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:




	 	 	 
	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





Measured over four (4) year moving periods.




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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 & Poor’s.




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



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LIMITS AS A PERCENTAGE OF THE FIXED INCOME PORTFOLIO



	 	 	 	 	 	 	 
	Bond Rating	 	% of Total	 	 	Min./Max.
	A or better
	 	 	65	%	 	Min.
	 
	 	 	 	 	 	 
	BBB
	 	 	35	%	 	Max.
	 
	 	 	 	 	 	 
	BB, B
	 	 	10	%	 	Max.
	 
	 	 	 	 	 	 
	C, D
	 	 	0	%	 	 







The above limits are subject to adjustment to conform with the regulatory requirements of
Delaware State Insurance Laws.




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.




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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.




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SCHEDULE B




SERVICES



Investment Administration Services 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




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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.




			
	          Maximum Fee:	 	1.75% (including base).





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	          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, 2003





(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.



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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:



HUDSON INSURANCE COMPANY

Mr. Anthony Narciso, Jr.

300 First Stamford Place

Stamford, CT 06902

Fax No.:



If to you:



HAMBLIN WATSA INVESTMENT COUNSEL LIMITED

95 Wellington Street West

Suite 802

Toronto, Ontario

M5J 2N7

Fax No.:



and



FAIRFAX FINANCIAL HOLDINGS LIMITED

Mr. Brad Martin

95 Wellington Street West

Suite 800

Toronto ON M5J 2N7

Fax No.:





	2.	 	Governing Laws; Jurisdiction; Service of Process





     This Agreement shall be governed and construed in accordance with the laws of the State of
Delaware. Each of the parties thereto submits to the jurisdiction of the state and federal courts
of Delaware, 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.




	3.	 	Insurance Department Approval




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     This Agreement may be subject to the non-disapproval or approval of the State of Delaware
Insurance Department, and such terms and conditions hereof as may be required by the State of
Delaware 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 Delaware
Insurance Department within fifteen (15) days of any request from the State of Delaware Insurance
Department thereof, 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.



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	9.	 	Confidential Relationship





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




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