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Inter-Company Tax Allocation Agreement

FAIRFAX INC. and ODYSSEY RE HOLDINGS CORP.
INTER-COMPANY TAX ALLOCATION AGREEMENT

Effective March 4, 2003

WHEREAS, Fairfax Inc., a Wyoming corporation (Parent) and Odyssey Re Holdings Corp., a Delaware Corporation (ORH), became members of an affiliated tax group filing consolidated tax returns on March 4, 2003;

WHEREAS, ORH automatically became a member of the TIG Holdings, Inc., Inter-Company Tax Allocation Agreement effective January 1, 2000 (the 2000 Agreement) on March 4, 2003;

WHEREAS, TIG Holdings, Inc and ORH desire to remove ORH from the 2000 Agreement and Parent and ORH desire to enter into an Inter-Company Tax Allocation Agreement effective March 4, 2003;

NOW, THEREFORE, the parties agree as follows:

The purpose of this agreement (the Agreement) is to determine the amount of federal and (where applicable) state income tax allocated ORH and the amount ORH will pay to or receive from Parent. This Agreement is between Parent and ORH. Parent and ORH are sometimes hereafter collectively referred to as the Group.

ORH and Parent are affiliated corporations and have elected to file a consolidated federal income tax return pursuant to the provisions of Section 1502, et seq., the Internal Revenue Code of 1986, as amended, (the Code).

	2.		ORH shall compute and pay to the Parent its federal income tax liability as if computed on a separate return. ORH shall have first use of all of its current operating losses and credits. Additionally, Parent shall reimburse ORH for any net operating losses (NOLs) that can be utilized by ORH Subsidiaries reflected in Schedule 1. To the extent ORH NOLs can be utilized by ORH subsidiaries, such NOLs are deemed utilized by ORH in the same tax year. The calculation of the separate federal income tax liability of ORH shall be made pursuant to the Code and its regulations, as well as applicable cases, rulings, etc., and shall be determined by utilizing the maximum applicable corporate income tax rate.

	3.		ORH shall pay such separate return tax liability to the Parent by no later than the applicable due date or dates that such payments would have been required by the Internal Revenue Service if ORH had filed a separate return, or as soon thereafter as possible.

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