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                                                                   EXHIBIT 10.22

                     CLAIMS SERVICE AND MANAGEMENT AGREEMENT

         This Claims Service and Management Agreement ("Agreement") is made and
entered into as of October 1, 2001 by and between United States Fire Insurance
Company, ("Manager") and International Insurance Company ("Company").

         WHEREAS, the Company and the Manager are each indirect subsidiaries of
Fairfax Financial Holdings Limited ("Fairfax"); and

         WHEREAS, the Company is engaged in the business of insurance and has
underwritten or assumed certain policies of insurance; and

         WHEREAS, the Company wishes to retain Manager to provide claims
services for certain identified types of claims, and Manager is willing to
provide such services on the terms and conditions set forth below; and,

         WHEREAS, Manager possesses the personnel and facilities for the
processing, adjustment and settlement of claims;

         NOW THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1.       Definitions: As used herein, the following terms shall have the meaning
         set forth below:

         1.1      "Claims Handling Services" shall mean all claims and
                  administrative services provided by Manager under this
                  Agreement.

         1.2      "Claims" shall mean any demand by any Person against the
                  Company for coverage under policies underwritten or assumed by
                  the Company that are referred by the Company in its sole
                  discretion to Manager for servicing, including, but not
                  necessarily limited to, certain workers compensation claims.

         1.3      "Operating Account" means the account designated by Manager
                  for the payment by Company of Service Fees.

         1.4      "Records" means any and all documents, correspondence, and
                  other information including electronic data related to Claims,
                  or information of any kind, without limitation, relating to
                  Claims Handling Services.

         1.5      "Transition Plan" means an orderly comprehensive plan to
                  transfer Company's pending workers compensation Claims to
                  Manager.

         1.6      "Service Fees" means the amount payable by Company to Manager
                  for Claims Handling Services.

         1.7      "Person" means an individual, corporation, partnership,
                  association, proprietorship, trust or any other entity or
                  organization, any federal, state or local government or
                  quasi-governmental body or political subdivision or any agency
                  or instrumentality thereof.

         1.8      "Delegated Authority" means full policy limits gross
                  settlement and reserve authority, without consideration of any
                  reinsurance, and separately full authority for related
                  expenses.

         1.9      "Expenses" means all necessary amounts incurred in the
                  handling of the Claims including legal fees and declaratory
                  judgment fees, court costs, claim related travel expenses,
                  expert fees, court reporter and transcript fees, witness fees
                  and witness travel expense, and such other reasonable fees and
                  expenses necessary to properly handle the Claims.

         1.10     "Loss" means amounts reserved or paid for satisfaction of
                  judgments, or settlement of Claims under the Company's
                  policies, and may include expense in those instances where the
                  policy provides that expense is within limits.

2.       AUTHORITY AND SERVICES

         2.1      The Company hereby appoints Manager as a claims manager and
                  grants Manager authority to manage and service those Claims
                  referred by Company to Manager. It is understood and agreed
                  Manager shall have authority to investigate, compromise,
                  manage and supervise the denial of Claims, as well as the
                  settlement and payment of Claims within Manager's Delegated
                  Authority. Manager shall have the authority to retain counsel,
                  experts, and other third party providers on


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                  behalf of Company reasonably necessary for the handling of
                  Claims, and is further authorized to manage said providers on
                  behalf of Company.

         2.2      Manager shall be responsible to:

                  2.2.1    Accept and review all Claim reports submitted by the
                           Company;

                  2.2.2    Investigate all Claims, secure all necessary
                           Claims-related services, and adjust, settle, resist
                           or otherwise handle all such Claims within the
                           Delegated Authority granted by the Company, in
                           accordance with sound case management practices and
                           industry standards and in compliance with applicable
                           regulatory requirements;

                  2.2.3    Investigate all Claims, secure all necessary
                           Claims-related services, and adjust, settle, resist
                           or otherwise handle all such Claims in excess of the
                           Delegated Authority with the prior written approval
                           of the Company, in accordance with sound case
                           management practices and industry standards and in
                           compliance with applicable regulatory requirements;

                  2.2.4    Establish files for all Claims, organized by
                           Account/Claim Type, which files shall contain all
                           documentation received by Manager relevant and
                           material to the Claim, relating to the investigation,
                           evaluation, negotiation, settlement and litigation of
                           such Claims. The files shall be available for review
                           and copying at all reasonable times by Company or its
                           designated agent or any regulatory or taxing
                           authority.

                  2.2.5    Recommend the amount of Loss reserves to be
                           established for each Claim. Manager shall maintain
                           reserve analysis information for all Claims.

                  2.2.6    Provide staff and materials to handle all Claims in a
                           professional and orderly manner in accordance with
                           sound case management practices and industry
                           standards, and in compliance with applicable
                           regulatory requirements. Manager shall have the sole
                           discretion, subject only to the requirements of this
                           paragraph 2.2.6, in its selection and utilization of
                           staff, facilities and materials in connection with
                           the handling of Claims by Manager.

                  2.2.7    Retain stored files following closure in compliance
                           with Company's record retention policy and at
                           Company's expense

                  2.2.8    Exercise control of litigated cases including
                           requiring detailed legal bills, and in accordance
                           with Manager's litigation management guidelines,
                           industry standards and in compliance with regulatory
                           requirements.

                  2.2.9    Promptly notify Company of all extra-contractual
                           matters.

                  2.2.10   Document the file with, where appropriate, releases
                           on Claims settled or disposed of by Manager.

                  2.2.11   Notify the Company as soon as practical, but not
                           later than the issuance of the monthly Fairfax report
                           which Manager will prepare as a matter of course, of
                           any individual Claims Loss or Expense payment in
                           excess of $250,000.

                  2.2.12   Assume full and complete responsibility for preparing
                           reinsurance reports associated with all Claims, and
                           provide said reports to Company for distribution as
                           required.

                  2.2.13   Assume full and complete responsibility for the
                           recovery of deductibles in the context of settlements
                           and provide for payment to the Company or any sums
                           collected. Manager will advise Company of deductibles
                           not resolved in the settlement process.

         2.3      The appointment of the Manager by the Company to this
                  Agreement is not exclusive.

         2.4      Manager is designated the "Authorized Representative" for
                  Company for all Claims.

         2.5      The services provided by Manager hereunder are not of a legal
                  nature, and the Manager shall in no event give, or be required
                  to give, any legal opinion or provide any legal representation
                  to the Company nor may any communication prepared by the
                  Manager be relied upon by the Company as a legal opinion or
                  interpretation. The Manager is not and shall not be considered
                  as engaged in the practice of law.

         2.6      Notwithstanding the authority delegated to Manager under this
                  section, the Company has the right to take over the handling
                  and control of any specific Claim at any time for any reason
                  or no reason. In the event Company elects to take over the
                  handling of any specific Claim, Company shall bear the costs
                  associated with transferring the administration of the Claim,
                  unless the transfer was occasioned by deficient claims
                  handling, under which circumstances Manager shall bear said
                  costs.

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3.       COMPANY'S OBLIGATIONS

         3.1      To remit service fees in accordance with Section 4 of this
                  Agreement.

         3.2      To fund all Loss and Expense payments that are the
                  responsibility of Company under this Agreement.

         3.3      Company retains full responsibility for filing and/or
                  completing any reports for any insurance rating bureaus, and
                  required statutory financial reports, or any other similar
                  reports or statistics required of Company. Manager shall
                  supply Company with the necessary information and in the
                  appropriate medium and format as reasonably determined by the
                  Company.

         3.4      Company shall designate one or more Company employees to
                  provide Manager with information concerning the Company
                  necessary to service the Claims, and provide to Manager Loss
                  or Expense authority in excess of the Delegated Authority.

         3.5      Company shall respond promptly to Manager for requests for
                  authority in excess of Manager's Delegated Authority. All
                  authority granted in excess of Manager's Delegated Authority
                  shall be confirmed in writing, which writing may include
                  facsimile transmission and/or electronic mail.

         3.6      Company shall forward to Manager notices of new Claims.

         3.7      Company shall cooperate with Manager to develop an orderly
                  plan of transition for existing Claims.

         3.8      Company agrees to provide Manager with any and all
                  documentation necessary to evidence Manager's authority
                  pursuant to this Agreement. 3.9 Company may, in its sole
                  discretion, provide Manager with limited access to portions of
                  the Company's, or Company's authorized representative's,
                  claims management system.

4.       SERVICE FEES

         4.1      Company shall pay the Manager fees for the Claims Handling
                  Services. Service fees shall be equal to Manager's actual cost
                  to provide services hereunder and shall be payable monthly in
                  arrears into the Manager's Operating Account on the last day
                  of each calendar month.

         4.2      Expenses incurred by Manager and payable under this Agreement
                  shall be allocated in accordance with the provisions of New
                  York Insurance Department Regulation 30.

5.       AUDIT RIGHTS

         5.1      Company shall have the right, upon reasonable notice to
                  Manager, to conduct audits of all Records.

         5.2      Company shall have the right, upon reasonable notice to
                  Manager, to audit Manager's draft and check security
                  procedures.

         5.3      Company shall have the right, upon reasonable notice to
                  Manager, to inspect and audit the statements it receives from
                  Manager.

         5.4      Manager shall make its books and records relating to the
                  services provided hereunder available to Company for
                  reasonable inspection and to cooperate with Company in audits
                  conducted under this section.

         5.5      Company shall have the right, upon reasonable notice, to audit
                  actuarial data items.

6.       Termination

         6.1      Either party may terminate this Agreement, with or without
                  cause, by providing not less than sixty (60) days written
                  notice to the other party.

         6.2      This agreement may be terminated by either party by written
                  notice served on the other party, which notice when served
                  shall take effect immediately if:

                  6.2.1    The other party shall at any time be in material
                           breach of any of its obligations hereunder and, in
                           the case of a material breach capable of remedy,
                           fails to remedy the same within 30 days after
                           receiving written notice from the aggrieved party
                           requiring it do so: or

                  6.2.2    The other party shall at any time become insolvent,
                           suspend payment of its debts, enter into any
                           arrangement with its creditors, convene a meeting of
                           its creditors or cease or threaten to cease to carry
                           on its business or enter into liquidation (voluntary
                           or involuntary) or have a receiver appointed over any
                           of its assets.

         6.3      Upon termination of this Agreement for any reason, each party
                  will deliver or cause to be delivered to the other party, or
                  such other person as the other party may direct, Records
                  associated with the business of the other party.

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         6.4      Company acknowledges that in the event it elects to terminate
                  this Agreement, Manager will not recapture or otherwise
                  utilize the resources and expenses allocated to Claims
                  Handling Services pursuant to this Agreement. Except in the
                  case of termination by Company due to a finally determined
                  material breach by Manager, Company agrees to pay or otherwise
                  reimburse Manager for all reasonable termination and severance
                  expenses for Manager's personnel and related overhead expenses
                  associated with such termination of this Agreement on an
                  actual cost basis.

7.       Indemnification

         7.1      Manager shall defend, indemnify and hold Company and its
                  directors, officers, employees or agents harmless from and
                  against all extra contractual liability and related expense,
                  including attorney's fees, arising out of any real or alleged
                  acts or omissions which constitute gross negligence or willful
                  misconduct of Manager or its agents which occur following the
                  receipt by Manager of a Claim.

         7.2      Company shall defend, indemnify and hold Manager and its
                  directors, officers, employees or agents harmless from and
                  against all liability and related expense, including
                  attorney's fees, arising out of the instructions or acts of
                  Company or its employees or agents, or where Manager has given
                  Company prior written notice of its intended course of action
                  and Company has approved said course of action or has not
                  otherwise disapproved it within five (5) business days of
                  receipt of said written notice from Manager. If Manager
                  materially deviates from an approved course of action, Company
                  shall have no liability under this paragraph. Without limiting
                  the generality of the foregoing, Manager will not be liable to
                  Company for any action taken or omitted by Manager in good
                  faith and believed by Manager to be authorized or within the
                  rights or powers conferred upon it by this Agreement.

         7.3      Paragraphs 8.l and 8.2 shall survive termination of this
                  Agreement.

8.       ARBITRATION

         8.1      Any dispute or difference arising with reference to this
                  Agreement, and the rights and obligations of Manager and
                  Company hereunder shall be referred to a Board of Arbitration
                  ("Board") of two (2) arbitrators and an umpire.

         8.2      The members of said Board shall be United States citizens and
                  shall be active or retired disinterested officers of insurance
                  or reinsurance companies.

         8.3      One arbitrator shall be chosen by the party initiating the
                  arbitration within 30 days of initiating the arbitration. The
                  other party shall respond within 30 days of receipt of the
                  identity of the initiating party's designation, and shall
                  designate its arbitrator. The umpire shall thereafter be
                  chosen by the two arbitrators within 30 days. If the
                  arbitrators are unable to agree on an umpire, an umpire
                  meeting the qualifications set forth above shall be chosen by
                  the American Arbitration Association.

         8.4      Each party shall submit its position to the Board within 30
                  days from the date of appointment of the umpire, which time
                  period may be extended by agreement of the parties, or in the
                  absence of such agreement, the unanimous written consent of
                  the Board.

         8.5      The arbitration shall take place in New York, New York, unless
                  otherwise agreed in writing by the parties. The Board shall
                  make its decision considering the custom and usage of the
                  insurance and reinsurance business and any other relevant
                  considerations including regulations and legal precedents. The
                  Board is released from all judicial formalities and may
                  abstain from the strict rules of law. The written decision of
                  the majority of the Board shall be rendered within 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.

         8.6      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 Board.

9.       CONFLICTS OF INTEREST


         9.1      If Manager reasonably considers that the interests of Company
                  in relation to a particular transaction are materially
                  different from the interests of other Fairfax subsidiaries
                  serviced by Manager and involved in the same transaction,
                  Manager shall notify Company of the perceived


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                  conflict and Company shall be entitled to withdraw the
                  authority to act on its behalf in relation to that transaction
                  whereupon Manager shall have no further obligation to consider
                  Company's interest in relation to that transaction.

         9.2      To the extent that, in respect of services provided pursuant
                  to the Agreement, any potential or perceived conflicts of
                  interest arise by virtue of the retention by either party of
                  legal or other counsel or representation which are also
                  retained either at the date of this Agreement or subsequently
                  by the other party and/or Fairfax, each party hereby waives
                  such potential or perceived conflict and acknowledges the
                  common interest of Manager, the Company and Fairfax.

10.      MISCELLANEOUS

         10.1     The opening statements to this Agreement are not mere recitals
                  and are incorporated by reference as material terms to this
                  Agreement.

         10.2     Manager and Company agree that the Claims files are the
                  property of Company.

         10.3     No assignment of this Agreement, or any rights or interest
                  arising hereunder shall be valid unless in writing and
                  mutually agreed upon by the parties.

         10.4     Company recognizes that a Claim may involve other indirect
                  subsidiaries of Fairfax. Company further recognizes that some
                  Claims may involve policies which are lost. Allocation of Loss
                  and expense incurred with respect to such claims shall be in
                  compliance with the applicable policy provisions, sound claims
                  practices, and in accordance with the provisions of with the
                  provisions of New York Insurance Department Regulation 30.

         10.5     Manager at all times hereunder, is acting as an independent
                  contractor. Personnel supplied by Manager shall be employees
                  of Manager and will not be for any purpose be employees of
                  Company.

         10.6     Manager shall hold in confidence any confidential information
                  obtained by it relating to the business of Company or its
                  affiliated corporations or the policyholders of Company and to
                  the same degree as it protects its own confidential
                  information. Disclosures made by a party in the course of
                  performing its obligations under this Agreement are not
                  intended, and should not be construed, as a waiver of any
                  privilege or confidentiality over such information and any
                  such privileges and confidentialities are expressly reserved.
                  Manager recognizes its obligations under the law with respect
                  to the use and disclosure of any non public personal
                  information it may receive and agrees to abide by the
                  Company's privacy policy and the laws and regulations
                  governing such information including, but not limited to, the
                  Gramm-Leach-Bliley Act.

         10.7     This Agreement shall constitute the final, complete and entire
                  agreement between the parties as respects Claims Handling
                  Services. This Agreement may not be modified or amended except
                  by written instrument executed by each party.

         10.8     This Agreement shall be governed and construed in accordance
                  with the laws of the State of Illinois without giving effect
                  to the principles of conflicts of laws.

         10.9     Whenever possible, each provision of this Agreement shall be
                  interpreted in such manner as to be effective and valid under
                  applicable law. If any provision of this Agreement or any
                  portion of any provision of this Agreement is declared null
                  and void, invalid, prohibited by or unenforceable under
                  applicable law by any Court or tribunal having jurisdiction,
                  then such provision or such portion of a provision shall be
                  fully severable and ineffective only to the minimum extent of
                  such prohibition or invalidity, without invalidating the
                  remainder of the Agreement or provision of this Agreement,
                  shall be considered separate and apart from the remainder of
                  this Agreement which shall remain in full force and effect,
                  and said provision which was found to be prohibited or invalid
                  shall remain in full force and effect in all other
                  jurisdictions.

         10.10    This Agreement is subject to the non-disapproval or approval
                  of the New York Insurance Department and the Illinois
                  Insurance Department, and such terms and conditions hereof as
                  may be required by such Insurance Departments 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.

         10.11    The Commissioner of Insurance of the state of domicile of the
                  Company or that of its affiliated companies, or his
                  representatives shall, at all reasonable times, be permitted
                  access to all relevant books and records of the Company.

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         10.12    This Agreement may be executed in multiple counterparts, each
                  of which shall be deemed an original, and all of which shall
                  constitute one and the same instrument. The Section headings
                  are for convenience and of reference only and shall not be
                  construed as part of this Agreement.

11.      REPRESENTATIONS AND NOTICES

         11.1     The signatories to this Agreement represent and warrant that
                  they are authorized to execute this Agreement on behalf of
                  their respective companies, that they have legal authority to
                  bind their respective companies, and all corporate formalities
                  necessary to said authorization have been completed.

         11.2     Any written notices or communications to be given under or
                  pursuant to this Agreement may be given either by personal
                  service, first class post, or facsimile to the address of the
                  other party set out below or such other address as such party
                  may have notified as being its address for service for purpose
                  of this Agreement.

                           Company:         International Insurance Company
                                            250 S. Commercial St. Suite 5000
                                            Manchester, NH 03101
                                            Attention:  President
                                            Fax: 603-656-2408

                           Manager:         Crum & Forster
                                            305 Madison Avenue
                                            Morristown, New Jersey 07960
                                            Attention:  President
                                            Fax: TBD

         The parties have executed this Agreement as of the effective date set
forth above.

International Insurance Company          United States Fire Insurance Company

By:  /s/                                 By:  /s/
   ----------------------------------       ------------------------------------
Its;    Senior Vice President            Its:     Senior Vice President
    ---------------------------------        -----------------------------------

                                         By:  /s/ VALERIE J. GASPARIK
                                            ------------------------------------
                                         Its:     Vice President and  Secretary
                                              ----------------------------------


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