<PAGE>

                                                                     Exhibit 4.7

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE THREE OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

            THIS GLOBAL SECURITY IS IN FULLY REGISTERED FORM, WITHOUT COUPONS.
THE HOLDER OF THIS GLOBAL SECURITY MAY NOT TRANSFER OR EXCHANGE THIS GLOBAL
SECURITY FOR BEARER SECURITIES.

                            ODYSSEY RE HOLDINGS CORP.

                          6.875% Senior Notes due 2015

No. 3                                                        CUSIP: 67612W AD 0
Issue Date: May 13, 2005                         Principal Amount: $125,000,000

            ODYSSEY RE HOLDINGS CORP., a Delaware corporation, promises to pay
to Cede & Co., or registered assigns, the principal amount of ONE-HUNDRED AND
TWENTY-FIVE MILLION DOLLARS ($125,000,000) on May 1, 2015.

            Interest Payment Dates: May 1 and November 1 commencing November 1,
2005.

            Regular Record Dates: April 15 and October 15.

            Reference is hereby made to the further provisions of this Security
set forth on the reverse side of this Security, which further provisions shall
for all purposes have the same effect as if set forth at this place.

<PAGE>

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

Dated: May 13, 2005                    ODYSSEY RE HOLDINGS CORP.

                                       By: /s/ Robert Giammarco
                                          ----------------------------
                                       Title: Executive Vice President & Chief
                                       Financial Officer

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK,
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.

By: /s/
   ----------------------
   Authorized Signatory

Dated: May 13, 2005

                                       2
<PAGE>

                          6.875% Senior Notes due 2015

            This Security is one of a duly authorized issue of 6.875%Senior
Notes due 2015 (the "Securities") of Odyssey Re Holdings Corp., a Delaware
corporation (including any successor corporation under the Indenture hereinafter
referred to, the "Company"), issued under an Indenture, dated as of October 31,
2003 (the "Indenture"), between the Company and The Bank of New York, as trustee
(the "Trustee"). The terms of this Security include those stated in the
Indenture, those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended ("TIA"), and those set forth in this Security. This
Security is subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this
Security and the terms of the Indenture, the terms of the Indenture shall
control; provided that a Holder may not transfer or exchange Securities for
Bearer Securities, notwithstanding the Indenture or any supplemental indenture.
Capitalized terms used but not defined herein have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

1. Interest

            General. The Company promises to pay interest on the principal
amount of the Securities plus accrued and unpaid interest, if any, at the
interest rate specified herein (the "Interest Rate") from the date of issuance
until repayment in full at May 1, 2015 or redemption to the Persons in whose
names the Securities are registered at the close of business on the Regular
Record Date, whether or not a Business Day, immediately preceding such Interest
Payment Date, except as set forth in Section 1(c) below. The Company will pay
interest on this Security semi-annually in arrears on May 1 and November 1 of
each year (each, an "Interest Payment Date"), commencing November 1, 2005.

            (a) The Securities shall bear interest from May 13, 2005 until the
principal amount thereof is paid or made available for payment, or until such
date on which the Securities are redeemed as provided herein, at a rate of
6.875% per annum.

            (b) Interest on the Securities shall be computed (i) for any full
semi-annual period for which a particular Interest Rate is applicable, on the
basis of a 360-day year of twelve 30-day months and (ii) for any period for
which a particular Interest Rate is applicable for less than a full semi-annual
period for which interest is calculated, on the basis of a 30-day month and, for
such periods of less than a month, the actual number of days elapsed over a
30-day month.

            (c) If this Security is redeemed on a date that is after the record
date and prior to the corresponding Interest Payment Date, interest, accrued and
unpaid hereon to but not including the applicable Redemption Date, will be paid
to the same Holder to whom the Company pays the principal of this Security.

            If the principal amount hereof or any portion of such principal
amount or any interest on any Security is not paid when due (whether upon
acceleration pursuant to Section 502

                                       3
<PAGE>

of the Indenture, upon the date set for payment of the Redemption Price pursuant
to Section 6 hereof or upon the Stated Maturity of this Security), then in each
such case the overdue amount shall, to the extent permitted by law, bear
interest at the applicable Interest Rate, compounded semi-annually, which
interest shall accrue from the date such overdue amount was originally due to
the date payment of such amount, including interest thereon, has been made or
duly provided for. All such interest shall be payable on demand.

2. Method of Payment.

            Except as provided below, interest will be paid (i) on the global
Securities to The Depository Trust Company ("DTC") in immediately available
funds, (ii) on any definitive Securities having an aggregate principal amount of
$10,000,000 or less, by check mailed to the Holders of such Securities; and
(iii) on any definitive Securities having an aggregate principal amount of more
than $10,000,000, by wire transfer in immediately available funds at the
election of the Holders of these Securities to an account specified by the
Holder at a bank in New York City.

            Principal on definitive Securities will be payable, upon Stated
Maturity or when due, at the office or agency of the Company in New York City,
maintained for such purpose, initially the Corporate Trust Office of the Trustee
in New York City.

            The Company will pay cash amounts in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.

3. Paying Agent, Conversion Agent and Security Registrar.

            Initially, the Trustee will act as Paying Agent, and Security
Registrar at its Corporate Trust Office in New York City. The Company may
appoint and change any Paying Agent or Security Registrar without notice, other
than notice to the Trustee; provided that the Company will maintain at least one
Paying Agent in the State of New York, The City of New York, Borough of
Manhattan, which shall initially be an office or agency of the Trustee. The
Company or any of its subsidiaries or any of their Affiliates may act as Paying
Agent or Security Registrar.

4. Indenture.

            The Securities are general unsecured obligations of the Company. The
Indenture does not limit other indebtedness of the Company, secured or
unsecured.

5. Additional Securities.

            The Company may from time to time without notice to, or the consent
of, any Holder, create and issue additional Securities under the Indenture,
equal in rank to the Securities in all respects (or in all respects except for
the payment of interest accruing prior to the issue date of the new Securities,
or except for the first payment of interest following the issue date of the new
Securities) so that the new Securities may be consolidated and form a single
series with the Securities and have the same terms as to status, redemption and
otherwise as the Securities.

                                       4
<PAGE>

6. Redemption at the Option of the Company.

            No sinking fund is provided for the Securities.

            The Company may redeem the Securities, in whole or in part, at the
Company's option, at any time at a Redemption Price equal to the greater of (1)
100% of the principal amount of the Securities and (2) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to the Redemption Date) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 40 basis points, plus, in each
case, interest accrued thereon to the Redemption Date.

            "Treasury Rate" means, with respect to any Redemption Date, the rate
per year equal to the semi-annual equivalent Yield to Maturity or interpolated
(on a day count basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.

            "Comparable Treasury Issue" means the United States Treasury
security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of a comparable maturity to the remaining term of such
Securities.

            "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.

            "Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third Business Day preceding such Redemption Date.

            "Reference Treasury Dealer" means each of (1) Banc of America
Securities LLC and J.P. Morgan Securities Inc. or their Affiliates which are
primary U.S. Government securities dealers in The City of New York (a "Primary
Treasury Dealer"), and their respective successors and (2) two other Primary
Treasury Dealers; provided, however, that if any of the foregoing or their
Affiliates shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer.

                                       5
<PAGE>

            Unless the Company defaults in payment of the Redemption Price, on
and after the Redemption Date, interest will cease to accrue on the Securities
or portions thereof called for redemption.

7. Notice of Redemption.

            Notice of redemption pursuant to Section 6 of this Security will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's registered address. If
money sufficient to pay the Redemption Price of all Securities (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying
Agent prior to or on the Redemption Date, immediately after such Redemption Date
interest ceases to accrue on such Securities or portions thereof. Securities in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in integral multiples of $1,000 of principal amount.

8. Denominations; Transfer; Exchange.

            The Securities are in fully registered form, without coupons, in
denominations of $1,000 of principal amount and integral multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture (or
supplemental indenture, if any), except that a Holder may not transfer or
exchange Securities for Bearer Securities notwithstanding the Indenture or any
supplemental indenture. The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. The Security
Registrar need not transfer or exchange any Securities that may be among those
selected for redemption for a period of 15 days before the mailing of a notice
of redemption of Securities to be redeemed.

9. Persons Deemed Owners.

            The registered Holder of this Security may be treated as the owner
of this Security for all purposes.

10. Unclaimed Money or Securities.

            The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property law. After return to the Company,
Holders entitled to the money or securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.

11. Amendment; Waiver.

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of the outstanding
Securities and (ii) certain Defaults may be waived with the written consent of
the Holders of a majority in aggregate principal amount of the outstanding
Securities. Subject to certain exceptions set forth in the Indenture, without
the

                                       6
<PAGE>

consent of any Holder, the Company and the Trustee may amend the Indenture or
the Securities (i) to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the Company
contained in the Indenture and the Securities; (ii) to add to the covenants of
the Company for the benefit of the Holders of the Securities or to surrender any
right or power conferred upon the Company under the Indenture; (iii) to add any
additional Events of Default for the benefit of the Holders of the Securities;
(iv) to add to or change any of the provisions of the Indenture to provide that
Bearer Securities may be registerable as to principal, to change or eliminate
any restrictions on the payment of principal of or any premium or interest on
Bearer Securities, to permit Bearer Securities to be issued in exchange for
Registered Securities (if permitted by applicable laws or regulations), to
permit Bearer Securities to be issued in exchange for Bearer Securities of other
authorized denominations or to permit or facilitate the issuance of Securities
in uncertificated form; (v) to change or eliminate any of the provisions of the
Indenture; (vi) to establish the form or terms of the Securities; (vii) to
evidence and provide for the acceptance of appointment under the Indenture by a
successor Trustee with respect to the Securities and to add to or change any of
the provisions of the Indenture as shall be necessary to provide for or
facilitate the administration of the trusts thereunder by more than one Trustee;
(viii) to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be inconsistent with any other provision therein, or to make
any other provisions with respect to matters or questions arising thereunder; or
(ix) to supplement any of the provisions of the Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of the
Securities.

12. Merger or Consolidation.

            The Company shall not consolidate with or merge with or into any
other Person or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

            (a) either the Company shall be the continuing corporation, or the
Person (if other than the Company) formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer the
properties and assets of the Company substantially as an entirety (i) shall be
organized and validly existing under the laws of (A) the United States or any
State thereof or the District of Columbia or (B) Bermuda or the Cayman Islands
and (ii) shall expressly assume, by an indenture supplemental to the Indenture,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest,
if any, on all the Securities and the performance of every covenant of the
Indenture on the part of the Company to be performed or observed;

            (b) immediately after giving effect to such transaction, no Default
or Event of Default shall have happened and be continuing; and

            (c) the Company and the successor Person have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating that (i)
such consolidation, merger, conveyance or transfer and such supplemental
indenture comply with Article VIII of the Indenture and that all conditions
precedent provided for in the Indenture relating to such transaction have been
complied with, and (ii) in the case of a merger or consolidation in which the
Company is not the continuing corporation and in which the successor to the
Company is an

                                       7
<PAGE>

entity organized under the laws of Bermuda or the Cayman Islands, that such
merger will not result in any material adverse tax consequences to any Holders
of the Securities.

13. Defaults and Remedies.

            If any Event of Default with respect to Securities shall occur and
be continuing, the principal of all the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.

            "Event of Default," wherever used with respect to the Securities,
means any one of the following events (whatever the reason for such Event of
Default and whether or not it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

            (a) default in the payment of any interest upon any Security, when
such interest becomes due and payable, and continuance of such default for a
period of 30 days; or

            (b) default in the payment of the principal of (or premium, if any,
on) any Security when it becomes due and payable at its Maturity; or

            (c) default in the performance, or breach, of any covenant or
agreement of the Company in the Indenture with respect to any Security (other
than a covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default"; or

            (d) a failure to pay when due at maturity or a default that results
in the acceleration of maturity of any indebtedness for borrowed money of the
Company or any Designated Subsidiary in an aggregate amount of $25,000,000 or
more, unless the acceleration is rescinded, stayed or annulled within 30 days
after written notice of default is given to the Company by the Trustee or
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities; or

            (e) the Company or any Designated Subsidiary, or any group of two or
more Subsidiaries that, taken as a whole, would constitute a Designated
Subsidiary, pursuant to or under or within the meaning of any Bankruptcy Law:

            (i) commences a voluntary case or proceeding,

            (ii) consents to the entry of any order for relief against it in an
            involuntary case or proceeding or the commencement of any case
            against it,

            (iii) consents to the appointment of a Custodian of it or for any
            substantial part

                                       8
<PAGE>

            of its property,

            (iv) makes a general assignment for the benefit of its creditors,

            (v) files a petition in bankruptcy or answer or consent seeking
            reorganization or relief, or

            (vi) consents to the filing of such petition or the appointment of
            or taking possession by a Custodian; or

            (f) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

            (i) is for relief against the Company or any Designated Subsidiary,
            or any group of two or more subsidiaries that, taken as whole, would
            constitute a Designated Subsidiary, in an involuntary case or
            proceeding, or adjudicates the Company or any Designated Subsidiary,
            or any group of two or more subsidiaries that, taken as whole, would
            constitute a Designated Subsidiary, insolvent or bankrupt, or

            (ii) appoints a Custodian of the Company or any Designated
            Subsidiary, or any group of two or more subsidiaries that, taken as
            whole, would constitute a Designated Subsidiary, or for any
            substantial part of its property, or

            (iii) orders the winding up or liquidation of the Company or any
            Designated Subsidiary, or any group of two or more subsidiaries
            that, taken as whole, would constitute a Designated Subsidiary,

and the order or decree remains unstayed and in effect for 60 days; or

            (g) the commencement by the Company or any of its subsidiaries that
is a Designated Subsidiary or any group of two or more subsidiaries that, taken
as a whole, would constitute a Designated Subsidiary, of a voluntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by the Company or any of its subsidiaries that is a
Designated Subsidiary or any group of two or more subsidiaries that, taken as a
whole, would constitute a Designated Subsidiary, to the entry of a decree or
order for relief in respect of the Company or any of its subsidiaries that is a
Designated Subsidiary or any group of two or more subsidiaries that, taken as a
whole, would constitute a Designated Subsidiary, in an involuntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Company, or the filing by the Company or any of its
subsidiaries that is a Designated Subsidiary or any group of two or more
subsidiaries that, taken as a whole, would constitute a Designated Subsidiary,
of a petition or answer or consent seeking reorganization or relief under any
applicable law, or the consent by the Company to the filing of such petition or
to the appointment of or the taking possession by a custodian, receiver,
liquidator, assignee, trustee,

                                       9
<PAGE>

sequestrator or other similar official of the Company or of any substantial part
of its property, or the making by the Company or any of its subsidiaries that is
a Designated Subsidiary or any group of two or more subsidiaries that, taken as
a whole, would constitute a Designated Subsidiary, of an assignment for the
benefit of creditors, or the admission by the Company or any of its subsidiaries
that is a Designated Subsidiary or any group of two or more subsidiaries that,
taken as a whole, would constitute a Designated Subsidiary, in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or any of its subsidiaries that is a Designated
Subsidiary or any group of two or more subsidiaries that, taken as a whole,
would constitute a Designated Subsidiary, expressly in furtherance of any such
action.

            "Bankruptcy Law" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors.

            "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

            "Designated Subsidiary" shall mean any existing or future, direct or
indirect, subsidiary of the Company whose assets constitute 15% or more of the
total assets of the Company on a consolidated basis.

14. Defeasance and Covenant Defeasance.

            The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Company on this Security and (b) certain
restrictive covenants and the related Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Security.

15. Definitive Securities

            This Security is a global Security. If (a) the depositary with
respect to the Securities (which shall initially be The Depository Trust
Company) shall notify the Company that it is at any time unwilling, unable or no
longer qualified to continue as depositary and a successor depositary is not
appointed by the Company within 60 days or (b) an Event of Default has occurred
and is continuing and has not been cured or waived, the Company will issue
Securities in definitive registered form without coupons, in any authorized
denominations, of like tenor, in an aggregate principal amount equal to the
principal amount of the Registered Securities in global form (the "Registered
Global Securities"), in exchange for such Registered Global Securities. In
addition, the Company may at any time and in its sole discretion determine that
the Securities will no longer be represented by Registered Global Securities
and, in such event, will issue Securities in definitive registered form, in such
tenor, in any authorized denominations and in an aggregate principal amount
equal to the principal amount of the Registered Global Securities representing
such Securities, in exchange for such Registered Global Securities. Securities
so issued in definitive registered form will be issued in denominations of
$1,000 or any amount in excess thereof which is an integral multiple of $1,000
and will be issued in registered form only, without coupons.

                                       10
<PAGE>

16. Trustee Dealings with the Company.

            Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

17. Calculations in Respect of Securities.

            The Company or its agents will be responsible for making all
calculations called for under the Securities. Any calculations made in good
faith and without manifest error will be final and binding on Holders of the
Securities. The Company or its agents will be required to deliver to the Trustee
a schedule of its calculations and the Trustee will be entitled to conclusively
rely upon the accuracy of such calculations without independent verification.

18. No Recourse Against Others.

            No recourse under or upon any obligation, covenant or agreement
contained in the Indenture, or in this Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such, or against
any past, present or future stockholder, officer or director, as such, of the
Company or of any successor, either directly or through the Company or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders and as part of the consideration for
the issue of the Securities.

19. Authentication.

            This Security shall not be valid until an authorized signatory of
the Trustee manually signs the Trustee's Certificate of Authentication on the
other side of this Security.

20. Abbreviations.

            Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

21. GOVERNING LAW.

            THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND
THIS SECURITY.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                                       11
<PAGE>

                  Odyssey Re Holdings Corp.
                  140 Broadway, 39th Floor
                  New York, New York 10005
                  Attn:  General Counsel
                  Facsimile No. (212) 978-4700

                                       12
<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's soc. sec. or tax ID no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint

____________________ agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.

Date:  __________ Your Signature:  _________________________________

________________________________________________________________________________
   (Sign exactly as your name appears on the other side of this Security)

Signature Guaranteed

________________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

By: ________________________
       Authorized Signatory

                                       13