exv4w2



 







Exhibit 4.2




 




[FORM OF FACE OF CERTIFICATE]




ODYSSEY RE HOLDINGS CORP.




Incorporated under the laws of




the State of Delaware




 




					
	NUMBER_________
	 	FLOATING RATE SERIES B
	 	                     SHARES
	CUSIP 67612W 40 5
	 	PREFERRED STOCK	 	 





This is to certify that                                         



is the registered owner of                      fully paid and non-assessable shares of floating rate
series B preferred stock, $0.01 par value and a liquidation preference of $25.00 per share, of
Odyssey Re Holdings Corp., a Delaware corporation (the
“Company”), transferable on the books of
the Company by the holder hereof, in person or by duly authorized attorney, upon surrender of
this Certificate properly endorsed. This Certificate and the shares represented hereby are issued
under and shall be subject to all the provisions of the Certificate of Incorporation and Bylaws of
the Company and the Certificate of Designations approved by the Board of Directors of the Company
and any amendments thereto, copies of which are on file with the Transfer Agent, to all of which
the holder by acceptance hereof assent. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.




     IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.



     Dated:                     



	 	 	 	 	 	 	 
	 	 	ODYSSEY RE HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:

Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:

Title:	 	 






 




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Countersigned and registered




     The Bank of New York, as Transfer Agent and Registrar



	 	 	 
	By:

	 	 
	 

	Authorized Signature	 










	 	 	 
	Dated:    

	 	 
	 

	 	 











[FORM OF REVERSE OF CERTIFICATE]




ODYSSEY RE HOLDINGS CORP.




     THE
COMPANY WILL FURNISH, WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL
STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS AUTHORIZED
TO BE ISSUED, AND A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
OF EACH SERIES OF ANY CLASS OF PREFERRED STOCK AUTHORIZED TO BE ISSUED SO FAR AS THE SAME MAY HAVE
BEEN FIXED AND THE AUTHORITY OF THE BOARD TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF OTHER SERIES. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE COMPANY,
OR TO THE TRANSFER AGENT AND REGISTRAR NAMED ON THE FACE OF THIS CERTIFICATE.



     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 
	TEN COM -

	 	as tenants in common
	TEN ENT -

	 	as tenants by the entireties
	JT TEN -

	 	as joint tenants with rights of survivorship and not
as tenants in common






UNIF GIFT MIN ACT -




	 	 	 	 	 
	Custodian
	 	 
	 
	 	 	 	 
	(Cust)

	 	(Minor)	 	 
	 
	 	 	 	 
	under Uniform Gift to Minors Act
	 	 
	 
	 	 	 	 
	(State)
	 	 






Additional abbreviations may also be used though not in the above list.



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For Value Received,                                          hereby sells, assigns and transfers unto




(PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE)




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,

INCLUDING ZIP CODE OF ASSIGNEE)




                                                   Shares



of the stock represented by the within Certificate, and do hereby irrevocably constitute and
appoint                                                              Attorney to transfer the said stock on the books of the
within-named Company with full power of substitution in the premises.



Dated:                                         



NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.



Signature(s) Guaranteed:                                                             



THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad-15.





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