PROXY AGREEMENT
FAIRFAX FINANCIAL HOLDINGS LIMITED ("FFH") hereby appoints Xxxx Xxxxx
("Trustee") as its proxy with respect to all matters for which FFH and all of
its subsidiary corporations, including but not limited to TIG Insurance Company
("TIG"), U.S. Fire Insurance Company and North River Insurance Company ("CFI"),
Odyssey America Re and Odyssey Reinsurance Corporation ("Odyssey") ("the
subsidiaries"), have the right to vote shares of the Common Stock of Zenith
National Insurance Corp. ("Zenith") now or hereafter held by FFH or the
subsidiaries ("the shares"), with such proxy being applicable to each such share
of Zenith stock held by FFH or the subsidiaries as long as, but only as long as,
such share is held by FFH or the subsidiaries, subject to the following terms
and conditions:
1. Determination of Shares
The number of the shares subject to this proxy at the time of its
execution is 7,808,645 shares of Common Stock. FFH shall give the Trustee notice
of any change in the number of the shares subject hereto as promptly as
practicable and, in any event, within 10 days of such a change.
2. Method of Voting
(a) In voting the shares on any matter presented to it, the Trustee
shall vote the shares in the same proportion as the vote ultimately cast by all
other voting shareholders.
(b) In the event of a hostile proxy contest, "hostile" defined as not
supported by management, occurring while the Standstill Agreement made as of
June 30, 1999 between Zenith and FFH remains in effect, the Trustee shall vote
as recommended by management of Zenith.
(c) Promptly following the date on which all votes of shareholders on
a given matter are tallied by Xxxxxx, the Trustee shall inform FFH of all action
taken by the Trustee under this proxy by providing written notice thereof to
FFH.
3. Compensation
FFH shall reimburse the Trustee for all of his out-of-pocket expenses
incurred in acting as proxy hereunder. In the event that during the duration of
this proxy the Trustee shall be required to appear before any court of federal,
state or local commission, department or agency to testify or give evidence in
his capacity as proxy hereunder, FFH shall pay the Trustee, in addition, his
reasonable costs for the time that the Trustee is required to be engaged in such
activity. The Trustee shall not otherwise be entitled to compensation for his
services hereunder.
4. Application to Consents
This proxy shall operate with equal force and effect with respect to
all matters for which Xxxxxx solicits the written consent of its shareholders.
5. Notices and Material Correspondence
(a) Immediately upon the execution of this proxy, FFH shall cause an
executed copy thereof, certified by its Secretary or Assistant Secretary, to be
sent to the Secretary of Zenith. FFH shall request the Secretary of Zenith to
send to the Trustee copies of all material relating to any Zenith meeting of
shareholders or to any request for written consent of shareholders. FFH shall,
from time to time, execute such other documents and perform such other acts as
shall be necessary to effect the purposes of this proxy. In recognizing any
vote, proxy, or written consent effected or executed by the Trustee on behalf of
FFH, Zenith may assume full compliance with the terms and conditions hereof
unless its Secretary has received, reasonably in advance of such recognition,
written notice to the contrary from an officer of FFH.
(b) All material correspondence between FFH or the subsidiaries and
the Trustee relating to the subject matter of this proxy shall be in writing.
Such correspondence, together with the communications provided for in Paragraphs
2(b) and 4, shall be retained for a period of three years.
6. Indemnification
FFH shall indemnify, defend and hold harmless the Trustee from and
against any and all claims, losses, liabilities, damages or deficiencies
(including, without limitation, reasonable attorneys' fees) arising out of
action of the Trustee hereunder (other than the Trustee's willful default or bad
faith). Promptly after receipt by the Trustee of any claim or notice of the
commencement of any action or proceeding subject to this indemnification, the
Trustee shall provide written notice thereof to FFH.
7. Duration
This proxy shall take effect as of the date of its execution and shall
be applicable to all matters presented to Zenith shareholders from such date up
to its termination as provided in Paragraph 8.
8. Termination
(a) FFH will have the right to revoke this proxy only upon the
occurrence of one or more of the following events:
i. FFH determines that the Trustee is no longer acting,
materially, in accordance with the procedures set forth in paragraph 2
above;
ii. Any governmental agency or department determines that this
proxy or its exercise is not permitted, either by any law over which
that agency or department has jurisdiction and to which FFH or the
subsidiaries are subject, or by any regulation, rule or order
thereunder;
iii. The Trustee dies or, is in FFH's determination, disabled to
the extent of being incapable of acting (or acting responsibly) as
trustee hereunder.
(b) The Trustee shall have the right to terminate this proxy at any
time upon the giving of not less than 30 days notice in writing.
9. Addresses
All notice or other communications hereunder to be addressed to FFH
shall be sent to:
Fairfax Financial Holdings Limited
00 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx XX X0X 0X0
Attention: Chief Executive Officer
All notices or other communications hereunder to be addressed to the
Trustee shall be sent to:
Xxxx Xxxxx
President
X.X. Xxxxx Ltd.
BCE Place, Suite 0000
000 Xxx Xxxxxx, X.X. Box 218
Toronto ON M5J 2S1
Dated; March 28,2002
FAIRFAX FINANCIAL HOLDINGS LIMITED
by: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice President, Corporate Affairs
