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                         MASTER NOTE PURCHASE AGREEMENT



      This Master Note Purchase Agreement (this "AGREEMENT") is made as of this

19th day of November, 2004 among Fairfax Financial (US) LLC, a Delaware limited

liability company (the "ISSUER"), NMS Services (Cayman) Inc., a company

organized under the laws of the Cayman Islands (the "PURCHASER"), Fairfax

Financial Holdings Limited, a corporation incorporated under the laws of Canada,

as guarantor (the "GUARANTOR"), and Banc of America Securities LLC, as agent

(the "AGENT").



                                   WITNESSETH



      WHEREAS, pursuant to a Master Note Purchase Agreement dated as of March 3,

2003 among the Issuer, the Purchaser, the Guarantor and the Agent (the "PREVIOUS

AGREEMENT"), the issuer issued certain Notes (as defined therein) thereunder

(the "PREVIOUS NOTES") to the Purchaser;



      WHEREAS, the Issuer and the Purchaser wish to sell and purchase the

Issuer's promissory notes (each, a "NOTE") on the terms and conditions set forth

herein;



      WHEREAS, the Issuer and the Guarantor intend that the transactions

contemplated hereby result in the Guarantor being able to treat members of the

consolidated group (within the meaning of U.S. Treasury Regulations section

1.1502-1(h)), of which Fairfax, Inc., a wholly-owned subsidiary of the

Guarantor, is the common parent, as owning at least 80 percent of the

outstanding Shares (as defined below) and therefore treat Odyssey (as defined

below) as a member of such group for U.S. federal income tax purposes;



      WHEREAS, the Issuer has agreed, pursuant to a Pledge Agreement dated as of

the date hereof, as amended from time to time (the "PLEDGE AGREEMENT"), to

continue, as security for certain of the Issuer's obligations under this

Agreement and the Notes, a security interest in the collateral described therein

granted to the Purchaser pursuant to a Pledge Agreement, dated as of March 3,

2003 among the Issuer, the Purchaser and the Agent to secure certain of the

Issuer's obligations under the Previous Agreement and the Previous Notes;



      NOW, THEREFORE, in consideration of their mutual covenants herein

contained, the parties hereto, intending to be legally bound, hereby mutually

covenant and agree as follows:



      SECTION 1. Definitions. As used herein, the following terms have the

following meanings:



      "ACTUAL HEDGE COST" means the cost to the Purchaser or its affiliates of

establishing, re-establishing or maintaining any transactions necessary or

advisable to hedge, directly or indirectly, the equity price risk of entering

into the transactions contemplated by this Agreement on terms deemed reasonable

by the



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Purchaser, including without limitation the cost of establishing,

re-establishing or maintaining a full hedge of its position in respect of any

Note or Exchange Shares through share borrowing arrangements on terms deemed

reasonable by the Purchaser.



      "AGREEMENT" has the meaning specified in the preamble and includes each

Note Purchase Confirmation executed by the Issuer and the Purchaser pursuant

hereto.



      "BUSINESS DAY" means any day on which commercial banks are open for

business in New York City and the NYSE is not closed.



      "CALCULATION AGENT" means Banc of America Securities LLC.



      "CLOSING PRICE" means, for any Note, the per Share closing price of the

Shares for the regular trading session on the NYSE on the Issue Date for such

Note (or, if such date is not a Business Day, the immediately preceding Business

Day).



      "CODE" has the meaning specified in Section 6(c).



      "EQUITY DEFINITIONS" means the 1996 ISDA Equity Derivatives Definitions

published by ISDA.



      "EVENT OF DEFAULT" has the meaning specified in Section 13.



      "EXCESS HEDGE COST" means, as of any date, the sum of the daily amounts of

the daily Actual Hedge Cost in respect of all outstanding Notes over the Maximum

Hedge Cost up to and including such date.



      "EXCHANGE DATE" means, for any Note, any date designated as such pursuant

to Section 7(a), Section 7(b) or Section 7(c).



      "EXCHANGE PERIOD" means, for any Note, the period specified in the Note

Purchase Confirmation for such Note, which shall begin no earlier than the Issue

Date for such Note and end no later than 24 months after the Issue Date for such

Note.



      "EXCHANGE PERIOD END DATE" means, for any Note, the last day in the

Exchange Period for such Note.



      "EXCHANGE PRICE" means, for any Note, the price specified as such in the

Note Purchase Confirmation for such Note, which on the Issue Date may not be

less than the Closing Price, subject to adjustment pursuant to Section 7(g).



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      "EXCHANGE SHARES" means, for any Note or any portion of any Note, a number

of Shares equal to the quotient obtained by dividing the principal amount of

such Note or portion by the Exchange Price for such Note.



      "EXTRAORDINARY DIVIDEND" has the meaning set forth in Section 7(b).



      "GUARANTOR" has the meaning specified in the preamble.



      "GUARANTEED OBLIGATIONS" means (i) all principal of, premium and interest

on the Notes (including, without limitation, any interest ("POST-PETITION

INTEREST") that accrues (or which would accrue but for such case, proceeding or

action) after the commencement of any case, proceeding or other action relating

to the bankruptcy, insolvency or reorganization of the Issuer (whether or not

such interest is allowed or allowable as a claim in any such case, proceeding or

other action) on the Notes), (ii) the delivery of Exchange Shares by the Issuer

when due pursuant to the terms of the Notes, (iii) all other amounts payable by

the Issuer from time to time under the Notes (including any Post-Petition

Interest with respect to such amounts) and (iv) any renewals, refinancings or

extensions of any of the foregoing (including Post-Petition Interest).



      "HEDGE COST REIMBURSEMENT AGREEMENT" means the Hedge Cost Reimbursement

Agreement dated as of the date hereof between the Purchaser and the Guarantor.



      "HEDGE DISRUPTION EVENT" means, as determined by the Calculation Agent,

the inability or impracticality on any day, due to market illiquidity,

Illegality (as defined in the ISDA Master Agreement, but with respect to the

Purchaser's hedging activities relating to any Note), lack of hedging

transactions, lack of credit worthy market participants or otherwise, of the

Purchaser or an affiliate of the Purchaser to establish, re-establish or

maintain any transactions necessary or advisable to hedge, directly or

indirectly, the equity price risk of holding the Notes on terms deemed

reasonable by the Purchaser and at a daily Actual Hedge Cost that is equal to or

less than the Maximum Hedge Cost.



      "INTEREST PAYMENT DATE" means, for any Note, each of the dates specified

as such in the Note Purchase Confirmation for such Note.



      "INTEREST PERIOD" means, for any Note, each period from and including one

Interest Payment Date to but excluding the next following Interest Payment Date,

except that (a) the initial Interest Period for any Note will commence on and

include the Issue Date for such Note and (b) the final Interest Period for any

Note will end on but exclude the Maturity Date for such Note.



      "INTEREST RATE" applicable to any Interest Period for any Note means the

rate specified as such in the Note Purchase Confirmation for such Note.



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      "INTREPID PORTFOLIOS" means Intrepid Portfolios LLC, a Delaware limited

liability company.



      "ISDA" means the International Swaps and Derivatives Association, Inc.



      "ISDA MASTER AGREEMENT" means the 1992 ISDA Master Agreement

(Multicurrency-Cross Border) published by ISDA.



      "ISSUE DATE" means, for any Note, the date specified as such in the Note

Purchase Confirmation for such Note.



      "ISSUER" has the meaning specified in the preamble.



      "LIQUIDATED AMOUNT" has the meaning specified in Section 7(j).



      "MATURITY DATE" means, for any Note, the date specified as such in the

Note Purchase Confirmation for such Note.



      "MAXIMUM HEDGE COST" means an amount, calculated by the Calculation Agent,

equal to the daily equivalent of 1.00% per annum of the principal amount of all

Notes outstanding.



      "NASD" means the National Association of Securities Dealers, Inc.



      "NOTE" has the meaning specified in the recitals.



      "NOTE PURCHASE CONFIRMATION" has the meaning specified in Section 2.



      "NYSE" means the New York Stock Exchange, Inc.



      "ODYSSEY" means Odyssey Re Holdings Corp., a Delaware corporation.



      "ORDINARY DIVIDEND AMOUNT" means USD0.03125 per Share per calendar

quarter, subject to adjustment pursuant to Section 7(g).



      "PLEDGE AGREEMENT" has the meaning specified in the recitals.



      "PREPAID INTEREST AMOUNT" means, for any Note, the amount of cash

specified as such in the Note Purchase Confirmation for such Note.



      "PREVIOUS AGREEMENT" has the meaning specified in the recitals.



      "PREVIOUS NOTES" has the meaning specified in the recitals.



      "PURCHASE CONSIDERATION" means, for each Note, the consideration specified

as such in the Note Purchase Confirmation for such Note.



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      "PURCHASE SHARES" means the Purchase Shares as defined in, and delivered

to the Issuer pursuant to, the Previous Agreement.



      "PURCHASER" has the meaning specified in the preamble.



      "REGISTRATION DEFAULT" has the meaning specified in Section 13(b).



      "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement

dated as of the date hereof among Odyssey, the Purchaser, individually and as

representative of the Holders named therein, and Banc of America Securities LLC.



      "SECURITIES ACT" means the Securities Act of 1933, as amended.



      "SHARES" means shares of common stock, par value USD0.01, of Odyssey.



      "TAXES" has the meaning specified in Section 6(b).



      "TRANSACTION DOCUMENTS" means (i) this Agreement, (ii) the Notes, (iii)

the Pledge Agreement, (iv) any Note Purchase Confirmation, (v) the Registration

Rights Agreement, (vi) the Hedge Cost Reimbursement Agreement and (vii) the

Limited Liability Company Agreement of the Issuer dated as of March 3, 2003, as

amended.



      SECTION 2. Note Purchase Confirmations. At any time and from time to

time, the Issuer and the Purchaser may execute a note purchase confirmation

substantially in the form of Exhibit A hereto (a "NOTE PURCHASE CONFIRMATION")

pursuant to which the Issuer shall issue and sell to the Purchaser, and the

Purchaser shall purchase from the Issuer, a Note on the terms and conditions set

forth herein and in such Note Purchase Confirmation.



      SECTION 3. Sale and Purchase. (a) Upon the terms and subject to the

conditions set forth herein and in the Note Purchase Confirmation for any Note,

the Issuer agrees to issue and sell to the Purchaser, and the Purchaser agrees

to purchase from the Issuer, on the Issue Date set forth in such Note Purchase

Confirmation, a Note having the terms set forth herein, in such Note Purchase

Confirmation and in such Note.



      (b)   Upon the terms and subject to the conditions set forth herein and in

the Note Purchase Confirmation for such Note, on the Issue Date for such Note,

(i) the Purchaser will pay or deliver the Purchase Consideration for such Note

to the Issuer or otherwise satisfy the Purchase Consideration and (ii) the

Issuer will (A) deliver such Note substantially in the form of Exhibit B hereto,

duly completed with the terms and conditions set forth in the Note Purchase

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