S-8

As filed with the Securities and Exchange Commission on November 14, 2014

 Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FAIRFAX FINANCIAL HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Canada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

95 Wellington Street West

Suite 800

Toronto, Ontario

Canada M5J 2N7

(Address of Principal Executive Offices, including zip code)

FAIRFAX FINANCIAL HOLDINGS LIMITED

EMPLOYEE SHARE OWNERSHIP PLAN

FAIRFAX FINANCIAL HOLDINGS LIMITED

1999 RESTRICTED SHARE PLAN

(Full title of the plan)

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011

(212) 894-8700

(Name, address, and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer  o
Non-accelerated filer o	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Subordinate Voting Shares	600,000	U.S. $474.28	U.S. $284,574,000	U.S. $33,068

(1) This registration statement on Form S-8 (this “Registration Statement”) registers an aggregate of 50,000 Subordinate Voting Shares of Fairfax Financial Holdings Limited (the “Registrant”) to be offered under the Fairfax Financial Holdings Limited Employee Share Ownership Plan  and 550,000 Subordinate Voting Shares of the Registrant to be offered pursuant to the Fairfax Financial Holdings 1999 Restricted Share Plan.  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional Subordinate Voting Shares to be issued in connection with any stock splits, stock dividends, recapitalizations or similar transactions.

(2) Estimated pursuant to Securities Act Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the Subordinate Voting Shares quoted on The Toronto Stock Exchange on November 7, 2014 and on the November 7, 2014 exchange rate of Cdn. $1.00 – U.S. $0.87668.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I of this Registration Statement is omitted from this filing in accordance with Rule 428 of the Securities Act and the “Note” to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents of the Registrant filed with or furnished to the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a) the Registrant’s Annual Report on Form 40-F filed with the Commission on March 10, 2014;

(b) the Registrant’s Current Reports on Form 6-K furnished to the Commission on March 10, 2014 (related to the management proxy circular), May 1, 2014, July 31, 2014 (related to the second quarter financial results) and October 30, 2014; and

(c) the description of the Registrant’s securities contained in the Registrant’s Registration Statement on Form 8-A (Commission File No. 1-31556) filed with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on December 5, 2002, including any other amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed or furnished by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under the Canada Business Corporations Act (the “CBCA”), a corporation may indemnify a present or former director or officer of such corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, and the corporation may advance moneys to the individual for the costs, charges and expenses of any such proceeding. The corporation may not indemnify the individual, and any advance must be repaid by the individual, unless the individual acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. Such indemnification and advances may be made in connection with a derivative action only with court approval. Such individual is entitled to indemnification from the corporation as a matter of right in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of a civil, criminal, administrative, investigative or other proceeding to which the individual is subject by reason of being or having been a director or officer of the corporation or other entity as described above, if the individual was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and if the individual fulfils the conditions set forth above.

                In accordance with and subject to the CBCA, the by-laws of the Registrant provide that the Registrant shall indemnify a director or officer of the Registrant, a former director or officer of the Registrant, or a person who acts or acted at the Registrant’s request as a director or officer of a body corporate of which the Registrant is or was a shareholder or creditor, and his or her heirs and legal representatives, to the extent permitted by the CBCA, as set forth above.

The Registrant maintains directors’ and officers’ liability insurance which insures the directors and officers of the Registrant and its subsidiaries against certain losses resulting from any wrongful act committed in their official capacities for which they become obligated to pay to the extent permitted by applicable law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See the attached Exhibit Index, which is incorporated herein by reference.

Item 9.  Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada on November 14, 2014.

FAIRFAX FINANCIAL HOLDINGS LIMITED
By:	/s/ Eric P. Salsberg
	Name:	Eric P. Salsberg
	Title:	Vice President, Corporate Affairs

POWER OF ATTORNEY

                Each person whose signature appears below constitutes and appoints each of  V. Prem Watsa, Eric P. Salsberg and Paul Rivett his true and lawful attorney-in-fact and agent, each acting alone, his true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by or on behalf of the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ V. Prem Watsa	Chairman, Chief Executive Officer and Director	November 14, 2014
V. Prem Watsa	(Principal Executive Officer)
/s/ David Bonham	Vice President and Chief Financial Officer	November 14, 2014
David Bonham	(Principal Financial Officer and Principal Accounting Officer)
/s/ Anthony F. Griffiths	Director	November 14, 2014
Anthony F. Griffiths
/s/ Robert J. Gunn	Director	November 14, 2014
Robert J. Gunn
/s/ Alan D. Horn	Director	November 14, 2014
Alan D. Horn
/s/ John R. V. Palmer	Director	November 14, 2014
John R.V. Palmer
	Director
Timothy R. Price
	Director
Brandon W. Sweitzer

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the Authorized Representative has signed this Form S-8 Registration Statement, solely in its capacity as the duly authorized representative of Fairfax Financial Holdings Limited in the United States, in the Province of Ontario, Canada, on November 14, 2014.

 

FAIRFAX FINANCIAL HOLDINGS LIMITED
	By:	/s/ Eric P. Salsberg
		Name:	Eric P. Salsberg
		Title:	Vice President, Corporate Affairs

EXHIBIT INDEX

Exhibit No.	Description
4.1	Certificate of Continuance of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on November 10, 1997 (File No. 333-7924)).  Also see Exhibit 4.2 hereto.
4.2	Certificates of Amendment of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on March 26, 2010 (File No. 333-165730))
4.3	By-law No. 16 of the Registrant adopted by the Registrant’s Board of Directors on March 29, 1991 and confirmed by the Registrant’s shareholders on May 8, 1991 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on November 10, 1997 (File No. 333-7924)).
23.1	Consent of PricewaterhouseCoopers LLP, independent auditors*
24.1	Power of Attorney (included in this Registration Statement under “Signatures”)*
99.1	Fairfax Financial Holdings Limited Employee Share Ownership Plan*
99.2	Fairfax Financial Holdings 1999 Restricted Share Plan*

* Filed herewith.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

 We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Fairfax Financial Holdings Limited (the “Company”) of our report dated March 7, 2014 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in the Company’s Annual Report on Form 40-F for the year ended December 31, 2013.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Chartered Accountants, Licensed Public Accountants

Toronto, Ontario

November 14, 2014

EX-99.1

EXHIBIT 99.1

FAIRFAX FINANCIAL HOLDINGS LIMITED

AMENDED AND RESTATED EMPLOYEE SHARE OWNERSHIP PLAN

1. PURPOSE

This Plan is hereby established for the purpose of enabling Employees to acquire shares of Fairfax, and participate in the long term performance of Fairfax, through payroll deductions with financial assistance provided by the Participating Companies.

2. DEFINITIONS

As used in the Plan:

(a) “Account” or “Participant’s Account” means the account established for a Participant as provided in subparagraph 8(a).

(b) “Active Participant” means a Participant who continues to make Participant Contributions pursuant to subparagraph 5(a).

(c) “Bonus Contribution” has the meaning set out in subparagraph 6(b).

(d) “Company” or “Fairfax” means Fairfax Financial Holdings Limited, and reference to any action to be taken, consent, approval or opinion to be given, or discretion or decision to be exercised or made by the Company shall refer to Fairfax acting through its board of directors or any executive (Vice President or higher) of Fairfax.

(e) “Company Contributions” means the contributions of Participating Companies to the Plan provided for in subparagraph 6(a).

(f) “Earnings” means the gross amount of basic salary paid by a Participating Company to a Participant in respect of any pay period (or portion thereof) during which such person is a Participant (“basic salary” excludes overtime pay, bonuses, incentive pay and any benefits).

(g) “Effective Date” means November 1, 1987.

(h) “Eligible Employee” means an Employee who is eligible to participate in the Plan pursuant to the provisions of paragraph 3.

(i) “Employee” means a person who is employed by a Participating Company.

(j) “Month” or “Plan Month” means a calendar month.

(k) “Participant” means any Eligible Employee who has elected to participate in the Plan pursuant to the provisions of paragraph 4.

(l) “Participant Contributions” means the contributions of Participants to the Plan pursuant to the provisions of paragraph 5.

(m) “Participating Company” means the Company and any other corporation which is related to the Company within the meaning of the Income Tax Act (Canada) that shall have elected to participate in the Plan with the consent of the Company.

(n) “Plan” means this Fairfax Financial Holdings Limited Employee Share Ownership Plan, as amended from time to time.

(o) “Probationary Period” means the probationary period applied for the purposes of the Plan to new Employees by a Participating Company.

(p) “Shares” means the subordinate voting shares without nominal or par value in the capital of the Company and includes fractions thereof.

(q) “Trustee” shall mean Sun Life Assurance Company of Canada (and any of its subsidiaries) or such successor or successors as may be appointed for purposes of the Plan pursuant to paragraph 12.

(r) “Year” or “Plan Year” means a calendar year other than 1987. The period between the Effective Date and December 31, 1988 shall also be a Year and a Plan Year.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine and neuter genders.

3. ELIGIBILITY

Each Employee who is employed on a full-time basis, has completed his Probationary Period and has not previously elected to withdraw from the Plan shall be eligible to participate in the Plan. Eligibility for part-time and contract Employees of any Participating Company, or for any Employee of a Participating Company who has previously elected to withdraw from the Plan, shall be determined by that Participating Company.

4. PARTICIPATION

(a) Participation in the Plan shall be entirely voluntary and shall not be construed to give any Employee the right to be employed or to continue to be employed by a Participating Company.

(b) An Eligible Employee may elect to participate in the Plan by submitting the enrollment form prescribed from time to time by the relevant Participating Company, indicating his desired level of contribution in accordance with the provisions of paragraph 5, and such enrollment form shall for all purposes be deemed to be an application to participate in the Plan.

5. CONTRIBUTIONS BY PARTICIPANTS

(a) Contributions to the Plan shall be made by Participants by means of deduction from each payroll.

(b) A Participant shall indicate on the enrollment form that percentage of his Earnings which is to be deducted by the Company as Participant Contributions and deposited in the Plan on behalf of the Participant. A Participant’s contribution level for the purposes of Participant Contributions through payroll deductions must be not less than one percent (1%), but cannot, subject to subparagraph 5(c), exceed ten percent (10%), of his Earnings. Deductions indicated on an enrollment form shall not be effective with respect to any Month unless such form is received at least ten (10) days prior to the commencement of such Month.

(c) A Participant’s contribution level described in subparagraph 5(b) may exceed ten percent (10%) of his Earnings by up to an additional fifteen percent (15%) of his Earnings, but no such excess Participant Contributions will be included in calculating Company Contributions or Bonus Contributions.

(d) A Participant may terminate and recommence his Participant Contributions or increase or decrease his Participant Contribution level with respect to a Month for a period of not less than three (3) Months. Notice of such termination, recommencement or change in Participant Contribution level shall be given on a change in enrollment form and shall not be effective with respect to any Month unless such notice is received at least ten (10) days prior to the commencement of such Month.

(e) A Participant may not make Participant Contributions while he is on a leave of absence.Notwithstanding subparagraph 6(b), any Bonus Contribution to be made by a Participating Company during a Participant’s leave of absence will be added to the Participant’s Account if and when the Participant returns to work.

6. CONTRIBUTIONS BY A PARTICIPATING COMPANY

(a) Each Participating Company shall, soon after the last day of each Month, make a contribution to the Plan in respect of each Participant who was an Employee of that Participating Company during such Month equal to thirty percent (30%) of the amount of Participant Contributions made in accordance with subparagraphs 5(a) and 5(b) by that Participant to the Plan in that Month.

(b) Each Participating Company shall, within three (3) Months after the end of each Plan Year in which that Participating Company has met its previously announced condition for that year for making the additional contribution to the Plan contemplated by this subparagraph 6(b), make an additional contribution to the Plan equal to twenty percent (20%) of the amount of Participant Contributions, made for such Plan Year in accordance with subparagraphs 5(a) and 5(b) by Employees described in the remainder of this sentence, which remained in the Plan at the time of the last Participant Contribution for such Plan Year (“Bonus Contribution”), and each such Bonus Contribution shall be allocated on a pro rata basis to each Employee of that Participating Company who was an Active Participant both at the end of, and on the last day of the February immediately following the end of, the relevant Plan Year, or who on either of the two dates mentioned immediately above was on a leave of absence but was an Active Participant immediately prior to the commencement of that leave.

7. USE OF DIVIDENDS

The Trustee shall use all dividends (net of applicable withholding taxes) paid on the Shares in a Participant’s Account, soon after receipt thereof, to purchase in the open market additional Shares on behalf of that Participant.

8. ACCOUNTS AND ALLOCATIONS TO PARTICIPANTS

(a) The Trustee shall establish and maintain a separate account for each Participant showing the total number of Shares and fractions thereof purchased on his behalf and the total amount of cash held on his behalf (resulting from contributions and other amounts allocated to him and not yet used to purchase Shares), and shall provide semi-annual (or more frequent periodic) statements to each Participant of transactions, and assets, in such Participant’s Account.

(b) All Participant Contributions to the Plan shall be forwarded by the Participating Company in a timely manner to the Trustee on a Monthly (or more frequent) basis, and all Participant Contributions, Company Contributions and Bonus Contributions shall be allocated by the Trustee to the Accounts of the Participants at the time such contributions are received by the Trustee.

9. VESTING

All contributions allocated to a Participant’s Account shall vest irrevocably in that Participant immediately upon being so allocated.

10. PURCHASE OF SHARES

(a) Amounts allocated in accordance with subparagraph 8(b) to the Account of a Participant shall be used by the Trustee on a monthly basis, soon after the end of each Month, to purchase in the open market Shares on behalf of the Participant.

(b) All Shares purchased by the Trustee pursuant to the provisions of paragraph 7 or subparagraph 10(a) shall be held by the Trustee (in trust, if required by law) on behalf of the applicable Participant.

(c) Voting rights with respect to Shares held in a Participant’s Account by the Trustee on behalf of a Participant shall be exercised by the Trustee only if and in the manner directed in writing by the Participant.

11. PAYMENTS OUT OF THE PLAN

A Participating Company may in its sole discretion, not more frequently than annually, permit Participants to request and receive a distribution of part or all of the Shares held in his Account.  In addition, a Participant may apply to the Trustee at any time and from time to time to receive a distribution of part or all of the Shares, cash in lieu of fractions thereof, and cash held in his Account, provided that the decision whether to grant any such application shall be at the sole discretion of the Company, which discretion may be exercised in a non-uniform and discriminatory manner from case to case, and subject to such reasonable requirements as the Trustee may impose. A Participant who is not resident in Canada or the United States may request that any of the Shares to be distributed to him in accordance with this paragraph 11 be instead sold and that the net proceeds of such sale be sent to him, and the Trustee shall give effect to any such request.

12. THE TRUSTEE

(a) The Trustee shall be appointed by the Company. The Company may at any time remove any Trustee so appointed and may appoint a successor or successors to fill any vacancy created by any reason whatever. The Trustee will, where required by law, be acting as a trustee (as well as a plan administrator); otherwise (notwithstanding the defined term), it will be acting as a plan administrator.

(b) The Trustee shall maintain such records and furnish such statements as are appropriate in connection with the operation and administration of the Plan. Neither the Trustee nor any person acting on its behalf nor any director, officer or employee of the Trustee shall be liable for any action or failure to act under or in connection with the Plan except for his own bad faith or wilful misconduct. The Trustee shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by it in connection with or resulting from any claim, action, suit or proceeding to which it may be a party or in which it may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by it in settlement thereof (with the Company’s written approval) or paid by it in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of its bad faith or wilful misconduct; subject, however, to the condition that, upon the assertion or institution of any such claim, action, suit or proceeding, the Trustee shall in writing give the Company an opportunity, at the Company’s own expense, to handle and defend the same for and on behalf of the Trustee before the Trustee undertakes to handle and defend it on its own behalf.

(c) The Trustee shall be entitled to rely on all certificates, reports, opinions and other documents furnished by any broker, accountant or auditor or by counsel to the Company and shall be indemnified and held harmless by the Company as provided in subparagraph 12(b) in respect of any acts done in good faith and in reliance on such certificates, reports, opinions or other documents.

13. PARTICIPANT’S RIGHTS NOT TRANSFERABLE

Except as expressly provided or permitted herein or as expressly provided by law (eg., in the event of death or bankruptcy), no right or interest of any Participant in any of the Shares or cash held on the Participant’s behalf by the Trustee under the Plan shall be assignable or transferable, in whole or in part.

14. LEAVING THE COMPANY OR WITHDRAWING FROM THE PLAN

Within a reasonable period after the end of the Month in which a Participant’s employment is terminated for any reason (other than for the purpose of becoming employed by another Participating Company) or a Participant elects to withdraw from the Plan, the Participant will receive a distribution of all of the Shares, cash in lieu of fractions thereof, and cash in his Account (alternatively, if the Participant is not resident in Canada or the United States, the Participant may request that any of the Shares to be distributed to him in accordance with this paragraph 14 be instead sold and that the net proceeds of such sale be sent to him, and the Trustee shall give effect to any such request).

15. INTERPRETATION, REGULATIONS AND AMENDMENT

(a) The Company may make, amend and repeal at any time and from time to time such regulations not inconsistent herewith as it may deem necessary or advisable for the administration and operation of the Plan. The Company may delegate to any person or group of persons (“person” includes, without limitation, a corporation) such administrative duties and powers relating to the Plan as it sees fit.

(b) The Company may at any time provide for the availability to the Participants of tax-favoured plan options within the Plan (for example, for Canadian-resident Participants, a registered retirement savings plan or a tax-free savings account). If it does so, it shall provide for documentation, and for operational, administrative and registration procedures, necessary or useful to operate each such plan option.

(c) The Company may amend or discontinue the Plan at any time, but no such amendment or discontinuance may, without the consent of a Participant, alter or impair his rights accrued to that point under the Plan.

(d) The Company shall have such power to interpret the provisions of the Plan and to formulate such administrative or operational provisions for carrying them out as at any time and from time to time the Company deems proper and in its best interests.

(e) Notwithstanding any provision of the Plan, the Company may, in its sole discretion, permit generally or in any specific case, without any limitation on frequency, any variation of any provision of the Plan requested by a Participant or a Participating Company.  Any such variation may be non-uniform or discriminatory, and no such variation shall have any precedent value on any other request for variation.

(f) Anything done by the Company under any of subparagraphs 16(a) to (e) shall be binding and conclusive on the Company, on all Participating Companies and on all Participants and other Employees.

16. COSTS

The Participating Companies shall pay all costs of administering and operating the Plan and all brokerage fees incurred in purchasing Shares pursuant to the Plan.

17. NO LIABILITY

No Participating Company shall have any liability whatsoever to any Participant for any loss relating to Shares or the value thereof, including without limitation any loss resulting from a decline in the market value of any Share.

18. APPLICABLE LAW

The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and all rights and obligations under the Plan shall be determined in accordance with such laws.

19. ADOPTION OF PLAN

The Plan was originally created by Fairfax on the 3rd day of March, 1988, and this amendment and restatement became effective on September 12, 2014.

/ESOP Amended and Restated as at 09/12/2014

EX-99.2

EXHIBIT 99.2

Fairfax Financial Holdings Limited

1999 Restricted Share Plan

INTRODUCTION

Fairfax Financial Holdings Limited, a Canada corporation (hereinafter referred to as the “Corporation”), hereby establishes an incentive compensation plan to be known as the “Fairfax Financial 1999 Restricted Share Plan” (hereinafter referred to as the “Plan”), as set forth in this document.  The Plan permits the grant of restricted subordinate voting shares of the Corporation to directors and employees of the Corporation and of certain of its subsidiaries. The Plan shall become effective on October 1, 1999.

The purpose of the Plan is to promote the success and enhance the value of the Corporation by linking the personal interests of participants to those of the Corporation’s shareholders by providing participants with an incentive for outstanding performance.  The Plan is further intended to assist the Corporation in its ability to motivate, and retain the services of, participants upon whose judgment, interest and special effort the successful conduct of its and its subsidiaries’ operations is largely dependent and to focus participants on a continuing basis on the importance of achieving certain specific criteria.

I

DEFINITIONS

For purposes of the Plan, the following terms shall be defined as follows unless the context clearly indicates otherwise:

(a)                      “Award Certificate” shall mean the instrument documenting the grant of one or more Restricted Shares.

(b)                      “Board of Directors” shall mean the Board of Directors of the Corporation.

(c)                      “Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

(d)                      “Committee” shall mean a committee composed of the Chief Executive Officer of the Corporation and of such other person(s), if any, as such Chief Executive Officer may appoint with the consent of the Board of Directors. No member of the Committee may be a Participant in the Plan.

(e)           “Corporation” shall mean Fairfax Financial Holdings Limited, a Canada corporation.

(f)           “Disability” shall mean an Employee’s inability to fulfill his or her employment or directorial obligations to the Corporation or any Subsidiary by reason of any medically determinable physical or mental impairment which has lasted or in the determination of the Committee is likely to last for a continuous period of at least twenty-six (26) weeks or for any period of twenty-six (26) weeks (whether or not consecutive) in any consecutive twelve (12) month period.

(g)           “Employee” shall mean a director or an employee of the Corporation or of any Subsidiary (including, without limitation, a common law employee and an individual who provides substantial service for the Corporation or any Subsidiary pursuant to a contractual arrangement entered into by and between the Corporation or any such Subsidiary and an independent entity).

(h)           “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(i)           “Participant” shall mean any Employee participating under the Plan.

(j)           “Restricted Shares” shall mean Shares subject to certain restrictions as provided under Section VI hereof, and shall include any shares or other securities into which such Shares have been for any reason changed or which have for any reason been substituted for, or distributed (as a dividend or otherwise) upon, such Shares.

(k)           “Retirement Age” shall mean the age regarded by a Participant’s employer as the normal retirement age for its employees (or directors, as appropriate) in general, based upon the employer’s normal employment and related policies and practices.

(l)           “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(m)           “Shares” shall mean the subordinate voting shares of the Corporation.

(n)           “Subsidiary” shall mean a subsidiary corporation of the Corporation.

(o)           “Termination of Employment” shall mean a Participant’s termination of employment or directorship with the Corporation or a Subsidiary for any reason whatsoever (including, without limitation, as a result of termination by the Corporation or a Subsidiary without cause) at a time when the Participant is not (and is not imminently about to be) an employee or a director of either the Corporation or any Subsidiary.

II

ADMINISTRATION

The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee may establish from time to time such regulations, provisions, proceedings and conditions of awards which, in its sole opinion, may be advisable in the administration of the Plan. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all of the members of the Committee, shall be the acts of the Committee as a whole.

III

SHARES AVAILABLE

The number of Shares which may be granted for all purposes under the Plan shall not exceed ten percent (10%) of the number of the Corporation’s issued and outstanding Shares, unless a higher number is authorized by the Board of Directors.  Sharesawarded hereunder on a restricted basis may be reused to the extent that such Restricted Shares are forfeited. It is anticipated (although not required) that Shares granted as Restricted Shares under the Plan will be outstanding Shares acquired on the open market or otherwise.

IV

ELIGIBILITY

Only those individuals who are directors of, or are regularly employed by, the Corporation or any Subsidiary shall be eligible to participate in the Plan. However, the identity of the Employees who will be granted Restricted Shares, and who therefore will become Participants hereunder, shall be determined by the Committee (subject to the approval of, ratification by, or other action taken by, the Board of Directors in the event necessary to satisfy the requirements of Rule 16b-3 promulgated under Section 16 of the Exchange Act) in its sole discretion, and absent any express determination by the Committee, the existence of the Plan does not in and of itself entitle any Employee to participation under the Plan.

V

AUTHORITY OF COMMITTEE

The Plan shall be administered by, or under the direction of, the Committee, which shall, together with the Board of Directors, administer the Plan so as to comply at all times with Section 16 of the Exchange Act to the extent such compliance is required, and shall otherwise have plenary authority to interpret the Plan and to make all determinations specified in or permitted by the Plan or deemed necessary or desirable by the Committee for its administration or for the conduct of the Committee’s business. All interpretations and determinations of the Committee may be made on an individual or group basis, shall have no precedent value whatsoever and shall be final and conclusive and binding on all interested persons. Without limitation, but subject to the express provisions of the Plan, the Committee shall have authority, in its discretion, with no requirement for identical action, (i) to determine the persons to whom Restricted Shares shall be granted (as provided in Section IV hereof), the times when such Restricted Shares shall be granted, the number of Restricted Shares to be granted to each Participant and the restrictions to be applicable to any Restricted Shares so granted, and (ii) to exercise any discretions permitted by the Plan or by any grants made pursuant to the Plan. In addition, the authority of the Committee shall include, without limitation, the establishment of a procedure providing for the tender of Shares owned by any Participant to meet any obligation of withholding for taxes incurred by the Participant.

VI

GRANT OF RESTRICTED SHARES

                      The Committee (subject to the approval of, ratification by, or other action taken by, the Board of Directors, if necessary to satisfy the requirements of Rule 16b-3 promulgated under Section 16 of the Exchange Act) shall have the authority to grant Restricted Shares, the number of Shares granted under, and the terms and conditions of, any such grant being determined from time to time by the Committee (subject to the approval of, ratification by, or other action taken by, the Board of Directors, if necessary to satisfy the requirements of Rule 16b-3 promulgated under Section 16 of the Exchange Act) in its sole discretion, without limitation and without precedent value, except as otherwise provided in the Plan.  Furthermore:

(a)           Duration and/or Conditions of Restricted Period.  The duration of the period during which Restricted Shareswill be subject to one or more restrictions; the condition or conditions, if any, other than the passage of time (possibly including, but not limited to, performance targets), upon which such restrictions shall lapse (and consequently upon which the restricted period will end and Restricted Shares will become vested); and the other restrictions, if any, that shall be imposed upon the Restricted Shares shall be determined by the Committee (subject to the approval of, ratification by, or other action taken by, the Board of Directors, if necessary to satisfy the requirements of Rule 16b-3 promulgated under Section 16 of the Exchange Act) at the time each grant of Restricted Shares is made and, at the discretion of the Committee, will be set forth in the subject Award Certificate.  More than one grant may be outstanding at any one time, and the related restricted periods may be of different lengths.

(b)           Other Provisions regarding Restricted Shares. Shares granted in the form of Restricted Sharesshall be registered or otherwise recorded in the name of the Participant and the stock certificates representing such Restricted Shares, together with a share power of attorney duly endorsed in blank in form for transfer or another effective form of transfer duly executed in blank, shall be deposited with the Corporation or as the Committee may otherwise direct.  With respect to such Restricted Shares, the Participant shall generally have the rights and privileges of a shareholder of the Corporation as to such Shares, including the right to vote such Restricted Shares, except that the following restrictions shall apply:  (i) the Participant shall not be entitled to delivery of a stock certificate until the expiration or termination of the restricted period, (ii) none of the RestrictedShares may be sold, transferred, assigned, pledged, redeemed or otherwise encumbered or disposed of by the Participant during the restricted period, and (iii) during the restricted period, the RestrictedShares shall be forfeited by the Participant if so provided, and then as so provided, hereinafter in this Section VI, without liability and without further obligation on the part of the Corporation or any Subsidiary.  Cash and specie dividends with respect to the Restricted Shares will be held by the Corporation, or a depository appointed by the Committee, for the Participant’s account, and interest may be paid on the amount of cash dividends held at a rate and subject to such terms as may be determined by the Corporation or the Committee.All cash or share dividends so held, and any interest so paid, shall initially be subject to forfeiture, but shall become non-forfeitable and payable at the same times, and in the same proportion, as applies with respect to the lapse of restrictions (whether by expiration or other termination) on the underlying Restricted Shares. Upon the forfeiture of any Restricted Shares, such forfeited Shares (and dividends and interest set aside thereon, if any)shall be transferred to the Corporation or as the Committee may direct without further action by the Participant, and the Corporation, any Subsidiary or the Committee shall have the right to complete any blank share power of attorney or other form of transfer and take any other action which it feels is necessary, desirable or useful in order to carry out such transfer.  Upon the expiration or termination of the restricted period, the restrictions imposed on the appropriate Restricted Shares shall lapse, such Shares shall no longer be Restricted Shares and a stock certificate for the number of Restricted Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions, except any that may be imposed by law or by any applicable shareholders’ agreement, to the Participant.  A Participant who files an election with the Internal Revenue Service to include the fair market value of any Restricted Shares in gross income while they are still subject to restrictions shall promptly furnish the Corporation or the Subsidiary which is the Participant’s employer with a copy of such election together with the amount of any federal, state, local or other taxes that may be required to be withheld to enable the Corporation to claim an income tax deduction with respect to such election. At the time of issuance, the Restricted Shares may not be registered under the Securities Act and each Participant, by accepting a grant of one or more Restricted Shares, agrees to give a representation as to his or her investment intent with respect to such Restricted Shares prior to their issuance, if so requested by the Corporation upon advice by its counsel. The Corporation may, at any time, register or qualify the Restricted Shares pursuant to the Securities Act. Furthermore:

(i)           the issuance and delivery of Restricted Shares pursuant to the Plan shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act and the Exchange Act, and the requirements of any stock exchange or automated trading medium upon which the Shares may then be listed or traded;

(ii)           in addition to any legends placed on any stock certificate representing Restricted Shares pursuant to any other provision of the Plan and until the restrictions on such Restricted Shares shall have lapsed or otherwise terminated, each such certificate shall bear the following legend:

“The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the Fairfax Financial 1999 Restricted Share Plan.  A copy of the Plan may be obtained from the Corporate Secretary of Fairfax Financial Holdings Limited.”

(iii)           if so requested by the Corporation, upon any sale or transfer of one or more Shares which were formerly Restricted Shares (which may occur only upon the lapse or other termination of all restrictions imposed with respect to such Restricted Shares), each Participant, by accepting a grant of Restricted Shares under the Plan, agrees to deliver to the Corporation an opinion of counsel satisfactory to the Corporation to the effect that either (x) the Shares to be sold or transferred have been registered under the Securities Act and there is in effect a current prospectus meeting the requirements of Section 10(a) of said Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates representing the Shares to be sold or transferred, or (y) such Shares may then be sold without violating Section 5 of said Act.

(c)           Death, Disability, Reaching Retirement Age and Termination of Employment.   Unless expressly determined otherwise by the Committee upon any particular grant of Restricted Shares and specified in the applicable Award Certificate:

(i)           upon the death or Disability of a Participant (the Committee’s determination as to whether or not a Participant has become Disabled being final and conclusive and binding on all persons), the restricted period applicable to each grant of Restricted Shares to the Participant shall end as to that proportion of the Restricted Shares comprising such grant which is equal to the proportion of the original restricted period elapsed at the time of such death or Disability (the number of Restricted Shares so calculated being raised to the next whole number of Restricted Shares if such number would otherwise include a fraction), and the remainder of the Restricted Shares comprising such grant shall be forfeited;

(ii)           upon a Participant’s reaching Retirement Age, the restricted period applicable to each grant of Restricted Shares to the Participant shall end; and

(iii)           upon a Participant’s Termination of Employment prior to reaching Retirement Age, otherwise than by reason of the Participant’s death or Disability, all of the Participant’s Restricted Shares shall be forfeited.

Notwithstanding the foregoing, the Committee may, in any particular case, in its sole discretion and without precedent value, suspend or vary the operation of the foregoing provisions, upon such terms and to such extent as it may determine, but only in a manner which is not adverse to the Participant.

VII

VARIATION IN RESTRICTED PERIOD

The Committee may, in its sole discretion and without precedent value, reduce any restricted period and/or any other restrictions regarding the transferability or forfeiture of Restricted Shares, either in any particular case or, in circumstances which the Committee, in its sole discretion, deems appropriate (such a circumstance may, but need not necessarily, include a change of control of the Corporation), for all outstanding Restricted Shares.

VIII

MISCELLANEOUS PROVISIONS

(a)           Administrative Procedures.  The Committee may establish any procedures determined by it to be appropriate in discharging its responsibilities under the Plan. All actions and decisions of the Committee shall be final and conclusive and binding on all interested persons.

(b)           Withholding Taxes. In the case of the issuance or distribution of Shares or other securities hereunder, the Corporation and each Subsidiary, as a condition of such issuance or distribution, may require the payment (through withholding from the Participant’s salary or otherwise) of any federal, state, local or foreign taxes required to be withheld. Each Participant may satisfy the withholding obligations by paying to the Corporation (or to the appropriate Subsidiary) a cash amount equal to the amount required to be withheld or, subject to the Committee’s consent thereto, by tendering to the Corporation (or to the appropriate Subsidiary) a number of Shares having a value equivalent to such cash amount, or by use of any available procedure approved by the Committee as provided for under Section V hereof.

(c)           Costs and Expenses.  The costs and expenses of administering the Plan shall be borne by the Corporation and its Subsidiaries, as appropriate, and shall not be charged against any grant, nor to any Employee receiving a grant, of Restricted Shares.

(d)           Funding of Plan.  The Plan may be unfunded.  Neither the Corporation nor any Subsidiary shall be required to segregate any of its assets to assure the grant of any Restricted Shares under the Plan. Prior to the vesting of any Restricted Shares, neither the Participants nor any other persons shall have any nonforfeitable interest in any fund, any specific equity interest, or any other asset or assets, of the Corporation or any other entity by reason of such grant of Restricted Shares.

(e)           Number and Gender.  Where appearing in the Plan, masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning.

(f)           Headings.  The headings and sub-headings in the Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.

(g)           Severability.  In case any provision of the Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid  provisions had never been inserted herein.

(h)           Liability and Indemnification.  (1)  Neither the Corporation nor any Subsidiary shall be responsible in any way for any action or omission of the Committee or any other fiduciaries in the performance of their duties and obligations as set forth in the Plan. Furthermore, neither the Corporation, any Subsidiary nor the Committee shall be responsible for any act or omission of any of their agents, or with respect to reliance upon advice of their counsel, provided that the Corporation, the appropriate Subsidiary or the Committee, as the case may be, relied in good faith upon the action of such agent or the advice of such counsel.

(2)           Neither the Corporation, any Subsidiary, or the Committee, nor any agent, employee, officer, director, shareholder or member of any of them, nor any other person shall have any liability or responsibility to any Participant or otherwise with respect to the Plan, except with respect to fraud, bad faith or willful misconduct on their part or as otherwise expressly provided herein.

(i)           Cooperation of Parties.  All parties to the Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out the Plan or any of its provisions.

(j)           Governing Law.  All questions pertaining to the validity, construction and administration of the Plan shall be determined in accordance with the laws of the Stateof Delaware.

(k)           Nonguarantee of Employment; Effect of Termination of Employment or Directorship.  Nothing contained in the Plan shall be construed as a contract of employment or engagement between the Corporation or any Subsidiary and any Employee or Participant, as a right of any Employee or Participant to be continued in the employment or engagement of the Corporation or any Subsidiary, as a right of any director of the Corporation or any Subsidiary to continue as a director of the Corporation or any Subsidiary, or as a limitation on the right of the Corporation or any Subsidiary to discharge any of its Employees or remove or fail to re-elect or renominate any of its directors, at any time, with or without cause. Each Participant, by accepting a grant of Restricted Shares, agrees with the Corporation and its Subsidiaries that he or she will not be entitled to any damages, payment or claim with respect to or as a result of any forfeiture of Restricted Shares which occurs as a result of the termination of the Participant’s employment or directorship with the Corporation or any Subsidiary, regardless of the reason for or circumstances of such employment or directorship termination, of whether such employment or directorship termination was or was not wrongful and of whether or not the period of notice of termination given to the Participant was sufficient.

(l)           Notices.  Each notice relating to the Plan shall be in writing and delivered by recognized overnight courier or certified mail to the proper address or, optionally, to any individual personally. Except as otherwise provided in any Award Certificate, all notices to the Corporation, any Subsidiary or the Committee shall be addressed to it c/o the Corporation at its registered office, Attn: Corporate Secretary. All notices to Participants, former Participants, beneficiaries or other persons acting for or on behalf of such persons which are not delivered personally to an individual shall be addressed to such person at the last address for such person maintained in the records of the Committee, the Corporation or a Subsidiary.

(m)           Certificates.  Each grant of Restricted Shares shall be evidenced by an Award Certificate (provided that if there is any conflict between the terms of an Award Certificate and the terms of the Plan, the latter shall prevail).

IX

AMENDMENT OR TERMINATION OF PLAN

The Board of Directors shall have the right to amend, suspend or terminate the Plan at any time. However, except as otherwise expressly provided herein, no amendment, suspension or termination of the Plan shall alter the rights of any Participant existing at such time with respect to Restricted Shares or to Shares which were formerly Restricted Shares, except with the express written consent of such Participant.