Exhibit 10.46
  Amendment
    Number 1 to Investment Agreement
    1.
    Capitalized terms used herein but not defined herein shall have
    the meanings ascribed to them in the Agreement.2.
    Schedule A is hereby amended to read in its entirety as
    attached hereto.3.
    Unless specifically modified in this Amendment, all other terms
    and conditions contained in the Agreement shall remain in full
    force and effect.  IN WITNESS WHEREOF,
  Hamblin Watsa Investment Counsel Ltd.

Seneca Insurance Company, Inc.By: /s/  Paul
    RivettAuthorized
    Signature
    Paul RivettPrinted
    Name
    Vice President & Chief Operating OfficerTitle

By: /s/  Douglas
    M. LibbyAuthorized
    Signature
    Douglas M. LibbyPrinted
    Name
    Chairman & Chief Operating OfficerTitleFairfax Financial Holdings LimitedBy: /s/  Paul
    RivettAuthorized
    Signature
    Paul RivettPrinted
    Name
    Vice President & Chief Legal OfficerTitle




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SCHEDULE
    A
  INVESTMENT
    GUIDELINES
  FUNDAMENTAL
    OBJECTIVES
  1.
    Invest on a long-term basis in accordance with applicable
    insurance regulatory guidelines.2.
    Ensure preservation of invested capital for policyholder
    protection, always providing sufficient liquidity for the
    payment of claims and other policy obligations.  GUIDELINES
  1.
    Approach          2.
    Liquidity    3.
    Regulatory    4.
    Diversification    5.
    Prudent
    Person Rule




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6.
    Investment
    Committee    STRATEGY
  1.
    Maintain
    Adequate Liquidity    2.
    Asset
    Allocation    3.
    Foreign
    Exchange Risk    4.
    Interest
    Rate Risk    INVESTMENT
    CLASS EXPOSURE
    Class

RangeEquities


0-25%Fixed Income


0-100%
       RETURN
    EXPECTATIONS
    INVESTMENT
    OBJECTIVES OF THE INVESTMENT MANAGER




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All Equities

S&P 500 + 1% pointFixed Income:Taxable Bonds

Merrill Lynch Intermediate Treasury Index + 0.25%Tax-Advantaged Bonds

Lehman Brothers 3 & 5 Year State GO Indexes
   AGGREGATE
    INVESTMENT LIMITS, PERMITTED INVESTMENT CATEGORIES AND
    INDIVIDUAL INVESTMENT LIMITS
  PERMITTED
    INVESTMENT CATEGORIES WITHIN ASSET CLASSES
    Equity

Common shares, rights and warrants.Fixed Income

Bonds, debentures, preferred shares, including those convertible
    into common shares.Cash

Cash on hand, demand deposits, treasury bills, short-term notes
    and bankers acceptances, term deposits and guaranteed
    investment certificates.         INVESTMENT
    CONSTRAINTS
    INDIVIDUAL
    INVESTMENT LIMITS
    QUALITY
    CONSTRAINTS
        LIMITS
    AS % OF ADMITTED ASSETS
  Bond Rating

% of Total


Min./Max.A or better


50%



Min.BBB


50%



Max.Less than BBB


20%



Max.




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PROHIBITED
    INVESTMENTS
    (a)
    No Real Estate will be purchased without investment committee
    approval.(b)
    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
    OTHER