sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4 To

SCHEDULE 13D

Under the Securities Exchange Act of 1934

AbitibiBowater Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
003687209
(CUSIP Number)
Eric P. Salsberg
Vice President, Corporate Affairs
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada, M5J 2N7
Telephone: (416) 367-4941
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- With a copy to -

Christopher J. Cummings
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
January 11, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


 

13D
                       
CUSIP No.
 
003687209 
  Page  
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

V. Prem Watsa
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,008,276
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    17,008,276
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,008,276
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.5%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

2


 

13D
                       
CUSIP No.
 
003687209 
  Page  
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

1109519 ONTARIO LIMITED
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Ontario, Canada
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,008,276
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    17,008,276
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,008,276
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.5%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

3


 

13D
                       
CUSIP No.
 
003687209 
  Page  
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

THE SIXTY TWO INVESTMENT COMPANY LIMITED
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Columbia
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,008,276
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    17,008,276
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,008,276
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.5%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

4


 

13D
                       
CUSIP No.
 
003687209 
  Page  
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

810679 ONTARIO LIMITED
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Ontario, Canada
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,008,276
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    17,008,276
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,008,276
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.5%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

5


 

13D
                       
CUSIP No.
 
003687209 
  Page  
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

FAIRFAX FINANCIAL HOLDINGS LIMITED
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,008,276
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    17,008,276
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,008,276
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.5%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

6


 

13D
                       
CUSIP No.
 
003687209 
  Page  
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

TIG INSURANCE COMPANY
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,659,407
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    1,659,407
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,659,407
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  1.7%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

7


 

13D
                       
CUSIP No.
 
003687209 
  Page  
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

FAIRMONT SPECIALTY INSURANCE COMPANY
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   99,661
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    99,661
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  99,661
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.1%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

8


 

13D
                       
CUSIP No.
 
003687209 
  Page  
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

GENERAL FIDELITY INSURANCE COMPANY
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  South Carolina
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   90,121
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    90,121
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  90,121
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.1%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

9


 

13D
                       
CUSIP No.
 
003687209 
  Page  
10 
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

THE NORTH RIVER INSURANCE COMPANY
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New Jersey
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,615,588
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    1,615,588
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,615,588
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  1.7%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

10


 

13D
                       
CUSIP No.
 
003687209 
  Page  
11 
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

SENECA INSURANCE COMPANY, INC.
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   350,000
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    350,000
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  350,000
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.4%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

11


 

13D
                       
CUSIP No.
 
003687209 
  Page  
12 
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

ODYSSEY AMERICA REINSURANCE CORPORATION
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Connecticut
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,111,796
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    5,111,796
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,111,796
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  5.3%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

12


 

13D
                       
CUSIP No.
 
003687209 
  Page  
13 
  of   
67 
 Pages

 

           
(1)   NAME OF REPORTING PERSON

CLEARWATER INSURANCE COMPANY
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   325,000
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    325,000
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  325,000
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

13


 

13D
                         
CUSIP No.
 
003687209 
  Page  
14 
  of   
67 
  Pages 

 

           
(1)   NAME OF REPORTING PERSON

UNITED STATES FIRE INSURANCE COMPANY
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   252,400
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    252,400
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  252,400
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

14


 

13D
                         
CUSIP No.
 
003687209 
  Page  
15 
  of   
67 
  Pages 

 

           
(1)   NAME OF REPORTING PERSON

MARKEL INSURANCE COMPANY OF CANADA
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   665,682
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    665,682
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  665,682
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.7%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

15


 

13D
                         
CUSIP No.
 
003687209 
  Page  
16 
  of   
67 
  Pages 

 

           
(1)   NAME OF REPORTING PERSON

COMMONWEALTH INSURANCE COMPANY
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   295,304
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    295,304
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  295,304
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

16


 

13D
                         
CUSIP No.
 
003687209 
  Page  
17 
  of   
67 
  Pages 

 

           
(1)   NAME OF REPORTING PERSON

FEDERATED INSURANCE COMPANY OF CANADA
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   104,622
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    104,622
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  104,622
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.1%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

17


 

13D
                         
CUSIP No.
 
003687209 
  Page  
18 
  of   
67 
  Pages 

 

           
(1)   NAME OF REPORTING PERSON

LOMBARD GENERAL INSURANCE COMPANY OF CANADA
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   824,357
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    824,357
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  824,357
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.8%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

18


 

13D
                         
CUSIP No.
 
003687209 
  Page  
19 
  of   
67 
  Pages 

 

           
(1)   NAME OF REPORTING PERSON

LOMBARD INSURANCE COMPANY
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   284,373
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    284,373
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  284,373
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

19


 

13D
                         
CUSIP No.
 
003687209 
  Page  
20 
  of   
67 
  Pages 

 

           
(1)   NAME OF REPORTING PERSON

ZENITH INSURANCE COMPANY
     
     
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
(3)   SEC USE ONLY
   
   
     
(4)   SOURCE OF FUNDS
   
  OO
     
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
   
  o
     
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  (7)   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES (8)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   750,410
       
EACH (9)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH (10)   SHARED DISPOSITIVE POWER
     
    750,410
     
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  750,410
     
(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.8%
     
(14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

20


 

     This Amendment No. 4 amends the Schedule 13D filed with the Securities and Exchange Commission on April 11, 2008 by V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, TIG Insurance Company, The North River Insurance Company, Odyssey America Reinsurance Corporation, United States Fire Insurance Company, Markel Insurance Company of Canada, Commonwealth Insurance Company, Federated Insurance Company of Canada, Lombard General Insurance Company of Canada, Lombard Insurance Company and Zenith Insurance Company, as amended by Amendment No. 1 to the Schedule 13D filed on October 17, 2008, Amendment No. 2 to the Schedule 13D filed on March 23, 2009 and Amendment No. 3 to the Schedule 13D filed on December 27, 2010.
     Amendment No. 1 to the Schedule 13D related to the election by AbitibiBowater Inc., a Delaware corporation (“AbitibiBowater”), pursuant to the terms of the Notes (as defined in Item 3 herein), to pay interest on the Notes on the October 15, 2008 interest payment date entirely by increasing the principal amount of the Notes in lieu of paying cash interest on the Notes.
     Amendment No. 2 to the Schedule 13D was filed to report that Fairfax Financial Holdings Limited had entered into a Support Agreement and a Firm Commitment Agreement related to a recapitalization proposal of AbitibiBowater with respect to its Abitibi-Consolidated Inc. subsidiary.
     Amendment No. 3 to the Schedule 13D was filed as a result of the issuance of new shares (the “Shares”) of common stock, $0.001 par value, of AbitibiBowater to the Reporting Persons (as defined in Item 2 herein) in connection with the emergence from bankruptcy and reorganization of AbitibiBowater and certain of its affiliates (the “Reorganization”). Pursuant to the Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated as of November 23, 2010, among AbitibiBowater and certain of its affiliates and the debtors named therein (the “Plan”), the Reporting Persons received an aggregate of 11,687,314 Shares in partial consideration of their claims arising from their ownership of debt securities of AbitibiBowater and its affiliates.
     This Amendment No. 4 to the Schedule 13D is being filed to amend Items 2, 3, 4, 5 and 6 of the Schedule 13D.
     The following amendments to Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby made:
Item 2. Identity and Background.
          Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows:
          “This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):
1. V. Prem Watsa, an individual, is a citizen of Canada. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

21


 

2. 1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 1109519 is as an investment holding company. The principal business address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
3. The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal business of Sixty Two is as an investment holding company. The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3;
4. 810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 810679 is as an investment holding company. The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
5. Fairfax Financial Holdings Limited (“Fairfax”), a corporation incorporated under the laws of Canada, is controlled by Sixty Two, 1109519 and V. Prem Watsa. Fairfax is a financial services holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
6. TIG Insurance Company (“TIG”), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of TIG is property/casualty insurance. The principal business address and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;
7. Fairmont Specialty Insurance Company (“Fairmont”), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of TIG. The principal business of Fairmont is property/casualty stock insurance. The principal business address and principal office address of Fairmont is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;
8. General Fidelity Insurance Company (“General Fidelity”), a corporation incorporated under the laws of South Carolina, is a wholly-owned subsidiary of TIG. The principal business of General Fidelity is property/casualty stock insurance. The principal business address and principal office address of General Fidelity is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;
9. The North River Insurance Company (“North River”), a corporation incorporated under the laws of New Jersey, is a wholly-owned subsidiary of Fairfax. The principal business of North River is insurance. The principal business address and principal office address of North River is 305 Madison Avenue, Morristown, New Jersey 07962;
10. Seneca Insurance Company, Inc. (“Seneca”), a corporation incorporated under the laws of New York, is a wholly-owned subsidiary of North River. The principal business of Seneca is insurance. The principal business address and principal office address of Seneca is 160 Water Street, New York, NY 10038;

22


 

11. Odyssey America Reinsurance Corporation (“OARC”), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Fairfax. The principal business of OARC is reinsurance. The principal business address and principal office address of OARC is 300 First Stamford Place, Stamford, Connecticut 06902;
12. Clearwater Insurance Company (“Clearwater”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Clearwater is reinsurance. The principal business address and principal office address of Clearwater is 300 First Stamford Place, Stamford, Connecticut 06902;
13. United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of US Fire is property/casualty insurance. The principal business and principal office address of US Fire is 305 Madison Ave., Morristown, New Jersey 07962;
14. Markel Insurance Company of Canada (“Markel”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Markel is property/casualty insurance. The principal business address and principal office address of Markel is 55 University Avenue, Suite 1500, Toronto, Ontario, Canada, M5J 2H7;
15. Commonwealth Insurance Company (“Commonwealth”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Commonwealth is property/casualty insurance. The principal business address and principal office address of Commonwealth is 595 Burrard Street, Suite 1500, Box 49115 Bentall Tower III, Vancouver, BC, Canada, V7X 1G4;
16. Federated Insurance Company of Canada (“Federated”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Federated is property/casualty insurance. The principal business address and principal office address of Federated is 717 Portage Ave., Winnipeg, Manitoba, Canada, R3C 3C9;
17. Lombard General Insurance Company of Canada (“LGICC”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of LGICC is property/casualty insurance. The principal business address and principal office address of LGICC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;
18. Lombard Insurance Company (“Lombard”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of LGICC. The principal business of Lombard is property/casualty insurance. The principal business address and principal office address of Lombard is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9; and
19. Zenith Insurance Company (“Zenith”), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of Zenith is property/casualty insurance. The principal business and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021;
     Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax,

23


 

TIG, Fairmont, General Fidelity, North River, Seneca, OARC, Clearwater, US Fire, Markel, Commonwealth, Federated, LGICC, Lombard or Zenith that such person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.
     The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each executive officer and director of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q or R, as the case may be, and such Annexes are incorporated herein by reference.
     Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.
     During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person’s knowledge, none of the persons listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q or R have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”
Item 3. Source and Amount of Funds or Other Consideration.
          Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows:
          “Certain of the Shares owned by the Reporting Persons were acquired in partial consideration of the Reporting Persons’ claims arising from their ownership of debt securities (the “Debt Securities”) of AbitibiBowater and its affiliates (including AbitibiBowater notes (the “Notes”) that were convertible into shares of AbitibiBowater’s old common stock, par value $1.00 per share), which Debt Securities have been canceled pursuant to the Plan. See Item 6 herein. In addition, certain of the Reporting Persons have purchased additional Shares for an aggregate purchase price of approximately $120,312,748. The source of funds for such Shares was cash on hand from existing investment portfolios. See Item 5 herein.”
Item 4. Purpose of Transaction
          Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
          “The Shares were acquired for investment purposes.
          The Reporting Persons have the following plans and proposals:
          (a) The Reporting Persons intend to purchase additional Shares from time to time, subject to market conditions and the factors listed below. The Reporting Persons intend to review, on a continuous basis, various factors related to their direct or indirect investment, as the

24


 

case may be, in AbitibiBowater, including the price and availability of the securities of AbitibiBowater, subsequent developments affecting AbitibiBowater’s business, other investment and business opportunities available to the Reporting Persons and general market and economic conditions. Based upon these and other factors, the Reporting Persons may purchase additional securities of AbitibiBowater or may decide in the future to sell all or part of their investment in AbitibiBowater. See Item 6 herein;
          (b) The Reporting Persons have no plans or proposals to cause AbitibiBowater to enter into any extraordinary corporate transaction, such as a merger, reorganization or liquidation of AbitibiBowater or any of its subsidiaries;
          (c) The Reporting Persons have no plans or proposals to cause AbitibiBowater or any of its subsidiaries to sell or transfer a material amount of assets;
          (d) The Reporting Persons have no plans or proposals which would result in a change in the present board of directors or management of AbitibiBowater, whether through a change in the number or term of directors or otherwise;
          (e) The Reporting Persons have no plans to make any material change in the present capitalization or dividend policy of AbitibiBowater;
          (f) The Reporting Persons have no plans or proposals to cause AbitibiBowater to make any other material change in its business or corporate structure;
          (g) The Reporting Persons have no plans or proposals to cause AbitibiBowater to change its certificate of incorporation or bylaws or to take other actions which may impede the acquisition of control of AbitibiBowater by any person;
          (h) The Reporting Persons have no plans or proposals to cause any class of securities of AbitibiBowater to be delisted from any securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system;
          (i) The Reporting Persons have no plans or proposals to cause any class of equity securities of AbitibiBowater to become eligible for termination of registration pursuant to Section 12(g) of the Exchange Act; and
          (j) The Reporting Persons have no plans or proposals to take any actions similar to those enumerated above.”
Item 5. Interest in the Securities of the Issuer
          Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:
          "(a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

25


 

          The percentage of the Shares beneficially owned by each of the Reporting Persons was calculated based on 97,134,954 Shares issued and outstanding. See Item 6 herein.
          (b) The number of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
          (c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q or R beneficially owns, or during the last 60 days has acquired or disposed of, any Shares, except that certain of the Reporting Persons purchased, in privately negotiated transactions, an aggregate of 5,320,959 Shares (all of which are included in the number of Shares reported as beneficially owned by the Reporting Persons) for an aggregate purchase price of approximately $120,312,748 as follows: on December 22, 2010, OARC completed purchases of 25,000 Shares at $20.75 per Share, 6,000 Shares at $20.50 per Share, 250,000 Shares at $22.25 per Share and 50,000 Shares at $21.75 per Share, TIG completed purchases of 400,000 Shares at $21.95 per Share and 25,900 Shares at $21.70 per Share, and Markel completed purchases of 100,000 Shares at $21.91 per Share and 50,000 Shares at $21.60 per Share; on December 23, 2010, OARC completed the purchase of 515,000 Shares at $22.00 per Share and Markel completed the purchase of 125,000 Shares at $22.00 per Share; and on January 12, 2010, the following persons agreed to purchase an aggregate of 3,774,059 Shares at a purchase price of $22.87 per Share (such purchases are expected to be completed on or about January 18, 2011) as follows: Clearwater (325,000 Shares), Fairfax (440,000 Shares), Fairmont (99,661 Shares), General Fidelity (90,121 Shares), Lombard (200,000 Shares), Markel (200,000 Shares), OARC (1,444,373 Shares), Seneca (350,000 Shares), TIG (200,000 Shares) and Zenith (424,904 Shares); and, pursuant to the Plan, on December 30, 2010, Paul Rivett, Vice President and Chief Legal Officer of Fairfax and a member of the board of directors of AbitibiBowater, acquired 1,558 Shares in partial consideration for claims arising from his ownership of certain debt securities of an affiliate of AbitibBowater, which debt securities were canceled pursuant to the Plan.
          (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares held by the Reporting Persons other than each of the Reporting Persons, and in respect of 50,624 Shares, certain pension plans of certain subsidiaries of Fairfax.
          (e) Not applicable.”
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
          Item 6 of the Schedule 13D is hereby amended in its entirety to read as follows:

26


 

          “In connection with AbitibiBowater and its affiliates’ Chapter 11 proceedings, the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) held a series of hearings to consider confirmation of the Plan. On November 23, 2010, the Bankruptcy Court entered an order (the “Confirmation Order”) approving and confirming the Plan.
          On December 9, 2010, the Plan became effective and AbitibiBowater and its debtor affiliates emerged from Chapter 11 protection. Upon the effectiveness of the Plan, the Debt Securities were canceled. Subsequently, the Reporting Persons received an aggregate of 11,687,314 Shares in partial consideration of their claims arising from their ownership of the Debt Securities.
          Following the Reorganization, 73,752,881 Shares were distributed to certain creditors named in the Plan on a pro rata basis within certain creditor classes based on Allowed Claims (as defined in the Plan). In addition, 23,382,073 Shares were issued and are being held in reserve for the benefit of holders of disputed claims, including a claim (the “Contribution Claim”) asserted by certain holders of the 7.95% notes due November 15, 2011 issued by Bowater Canada Finance Corporation. To the extent that the Contribution Claim or other disputed claims are allowed, obligations arising therefrom will be satisfied by a distribution of Shares currently held in escrow (the “Escrow Shares”) to former holders of such disputed claims, respectively. Escrow Shares sufficient to satisfy the entire Contribution Claim are currently held in escrow pending the outcome of such claims. If the Contribution Claim is disallowed, the Escrow Shares will be distributed on a pro rata basis to certain of the debtors’ creditors, including the Reporting Persons.
          A copy of the Confirmation Order, of which the Plan forms a part, is included as Exhibit 2.2 to AbitibiBowater’s current report on Form 8-K, filed with the Securities Exchange Commission on November 30, 2010, and is incorporated by reference into this Item 6.”
Item 7. Material to be filed as Exhibits
          Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibits to the end thereof:
      Ex. 4.1 Joint filing agreement dated as of January 14, 2011 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, TIG Insurance Company, Fairmont Specialty Insurance Company, General Fidelity Insurance Company, The North River Insurance Company, Seneca Insurance Company, Inc., Odyssey America Reinsurance Corporation, Clearwater Insurance Company, United States Fire Insurance Company, Markel Insurance Company of Canada, Commonwealth Insurance Company, Federated Insurance Company of Canada, Lombard General Insurance Company of Canada, Lombard Insurance Company and Zenith Insurance Company.

27


 

SIGNATURES
          After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this statement with respect to such person is true, complete and correct.
          IN WITNESS WHEREOF, the undersigned have executed this instrument as of the 14th day of January, 2011.
         
  V. PREM WATSA
 
 
  /s/ V. Prem Watsa    
     
     
 
  1109519 ONTARIO LIMITED
 
 
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   
 
  THE SIXTY TWO INVESTMENT
COMPANY LIMITED
 
 
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   
 
  810679 ONTARIO LIMITED
 
 
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   

 


 

         
         
  FAIRFAX FINANCIAL HOLDINGS LIMITED
 
 
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   Chairman and Chief Executive Officer   
 

 


 

         
  TIG INSURANCE COMPANY
 
 
  By:   /s/ John. J. Bator    
    Name:   John J. Bator   
    Title:   Chief Financial Officer and Senior Vice President   
 
  FAIRMONT SPECIALTY INSURANCE COMPANY
 
 
  By:   /s/ John. J. Bator    
    Name:   John J. Bator   
    Title:   Chief Financial Officer and Senior Vice President   
 
  GENERAL FIDELITY INSURANCE COMPANY
 
 
  By:   /s/ John. J. Bator    
    Name:   John J. Bator   
    Title:   Chief Financial Officer and Senior Vice President   
 
  CLEARWATER INSURANCE COMPANY
 
 
  By:   /s/ Kirk M. Reische    
    Name:   Kirk M. Reische   
    Title:   Vice President   

 


 

         
         
  THE NORTH RIVER INSURANCE COMPANY
 
 
  By:   /s/ Paul Bassaline    
    Name:   Paul Bassaline   
    Title:   Vice President Finance and Assistant Controller   
 
  SENECA INSURANCE COMPANY, INC.
 
 
  By:   /s/ Dennis J. Hammer    
    Name:   Dennis J. Hammer   
    Title:   Vice President   
 
  UNITED STATES FIRE INSURANCE COMPANY
 
 
  By:   /s/ Paul Bassaline    
    Name:   Paul Bassaline   
    Title:   Vice President Finance and Assistant Controller   

 


 

         
         
  ODYSSEY AMERICA REINSURANCE CORPORATION
 
 
  By:   /s/ Kirk M. Reische    
    Name:   Kirk M. Reische   
    Title:   Vice President   

 


 

         
         
  MARKEL INSURANCE COMPANY OF CANADA
 
 
  By:   /s/ Craig Pinnock    
    Name:   Craig Pinnock   
    Title:   Director   
 
  COMMONWEALTH INSURANCE COMPANY
 
 
  By:   /s/ Craig Pinnock    
    Name:   Craig Pinnock   
    Title:   Director   
 
  FEDERATED INSURANCE COMPANY OF CANADA
 
 
  By:   /s/ Craig Pinnock    
    Name:   Craig Pinnock   
    Title:   Director   
 
  LOMBARD GENERAL INSURANCE COMPANY OF CANADA
 
 
  By:   /s/ Craig Pinnock    
    Name:   Craig Pinnock   
    Title:   Director   
 
  LOMBARD INSURANCE COMPANY
 
 
  By:   /s/ Craig Pinnock    
    Name:   Craig Pinnock   
    Title:   Director   

 


 

         
         
  ZENITH INSURANCE COMPANY
 
 
  By:   /s/ Michael Jansen    
    Name:   Michael Jansen   
    Title:   Executive Vice President and General Counsel   

 


 

         
Annex Index
     
Annex   Description
 
   
A
  Directors and Executive Officers of 1109519 Ontario Limited
 
   
B
  Directors and Executive Officers of The Sixty Two Investment Company Limited
 
   
C
  Directors and Executive Officers of 810679 Ontario Limited
 
   
D
  Directors and Executive Officers of Fairfax Financial Holdings Limited
 
   
E
  Directors and Executive Officers of TIG Insurance Company
 
   
F
  Directors and Executive Officers of The North River Insurance Company
 
   
G
  Directors and Executive Officers of Odyssey America Reinsurance Corporation
 
   
H
  Directors and Executive Officers of United States Fire Insurance Company
 
   
I
  Directors and Executive Officers of Markel Insurance Company of Canada
 
   
J
  Directors and Executive Officers of Commonwealth Insurance Company
 
   
K
  Directors and Executive Officers of Federated Insurance Company of Canada
 
   
L
  Directors and Executive Officers of Lombard General Insurance Company of Canada
 
   
M
  Directors and Executive Officers of Lombard Insurance Company
 
   
N
  Directors and Executive Officers of Zenith Insurance Company
 
   
O
  Directors and Executive Officers of Fairmont Specialty Insurance Company
 
   
P
  Directors and Executive Officers of General Fidelity Insurance Company

35


 

     
Annex   Description
 
   
Q
  Directors and Executive Officers of Seneca Insurance Company, Inc.
 
   
R
  Directors and Executive Officers of Clearwater Insurance Company

36


 

ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
1109519 ONTARIO LIMITED
          The following table sets forth certain information with respect to the directors and executive officers of 1109519 Ontario Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
V. Prem Watsa
(President and Director)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
  Canadian
 
       
Eric P. Salsberg
(Assistant Secretary)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
  Canadian

37


 

ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS OF
THE SIXTY TWO INVESTMENT COMPANY LIMITED
          The following table sets forth certain information with respect to the directors and executive officers of The Sixty Two Investment Company Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
V. Prem Watsa
(President and Director)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
  Canadian
 
       
Eric P. Salsberg
(Assistant Secretary and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
  Canadian

38


 

ANNEX C
DIRECTORS AND EXECUTIVE OFFICERS OF
810679 ONTARIO LIMITED
          The following table sets forth certain information with respect to the directors and executive officers of 810679 Ontario Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
V. Prem Watsa
(President and Director)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
  Canadian
 
       
Eric P. Salsberg
(Assistant Secretary)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
  Canadian

39


 

ANNEX D
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
V. Prem Watsa 
  Chairman and Chief Executive Officer,   Canadian
(Chairman and Chief Executive Officer) 
  Fairfax Financial Holdings Limited    
  95 Wellington Street West    
  Suite 800    
  Toronto, Ontario M5J 2N7  
 
       
Anthony Griffiths
  Independent Business Consultant   Canadian
(Director)
  Toronto, Ontario, Canada    
 
       
Robert Gunn
  Independent Business Consultant   Canadian
(Director)
  Toronto, Ontario, Canada    
 
       
Brandon W. Sweitzer
  Senior Advisor to the President of the   United States
(Director)
  Chamber of Commerce of The United States    
 
  1615 H Street, NW    
 
  Washington, DC 20062    
 
       
Alan D. Horn
  Chairman, Rogers Communications Inc. and   Canadian
(Director)
  President and Chief Executive Officer,    
 
  Rogers Telecommunications Limited    
 
  Toronto, Ontario, Canada    
 
       
Timothy R. Price
  Chairman of Brookfield Funds   Canadian
(Director)
  Brookfield Asset Management Inc.    
 
  Brookfield Place, Suite 300    
 
  181 Bay Street    
 
  Toronto, ON M5J 2T3    
 
       
John Varnell
  Vice President and Chief Financial Officer,   Canadian
(Vice President and Chief Financial Officer)
  Fairfax Financial Holdings Limited    
       
 
       
Eric P. Salsberg
  Vice President, Corporate Affairs,   Canadian
(Vice President, Corporate Affairs)
  Fairfax Financial Holdings Limited    

40


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Paul Rivett
  Vice President, Chief Legal Officer,   Canadian
(Vice President, Chief Legal Officer)
  Fairfax Financial Holdings Limited    
 
       
Bradley P. Martin
  Vice President, Chief Operating Officer and Corporate Secretary,   Canadian
(Vice President, Chief Operating
  Fairfax Financial Holdings Limited    
Officer and Corporate Secretary)
       

41


 

ANNEX E
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Nicholas C. Bentley
(Chairman, Chief Executive Officer, President and Director)
  Manager, President and Chief Executive Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United Kingdom
 
       
Charles G. Ehrlich
(Senior Vice President, Secretary and Director)
  Senior Vice President and Secretary,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
John M. Parker
(Senior Vice President and Director)
  Senior Vice President,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
John J. Bator
(Senior Vice President, Chief Financial Officer and Director)
  Senior Vice President and Chief Financial Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
Frank DeMaria
(Senior Vice President and Director)
  Senior Vice President,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
Richard J. Fabian
(Senior Vice President,
General Counsel and Director)
  Senior Vice President and General Counsel,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States

42


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Nina L. Caroselli
(Senior Vice President)
  Senior Vice President,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States

43


 

ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
THE NORTH RIVER INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of The North River Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Douglas M. Libby
(President, Chief Executive Officer,
Chairman and Director)
  President and Chief Executive Officer,
Crum & Forster Holdings Corp. and various other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962
  United States
 
       
Mary Jane Robertson
(Executive Vice President, Chief Financial Officer,
Treasurer and Director)
  Executive Vice President, Chief Financial Officer and Treasurer,
Crum & Forster Holdings Corp. and various other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962
  United States
 
       
Dennis J. Hammer
(Senior Vice President,
Controller and Director)
  Senior Vice President and Controller,
United States Fire Insurance Company,
305 Madison Avenue
Morristown, NJ 07962
  United States

44


 

ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY AMERICA REINSURANCE CORPORATION
          The following table sets forth certain information with respect to the directors and executive officers of Odyssey America Reinsurance Corporation.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Andrew A. Barnard
(Chairman of the Board of Directors, President and Chief Executive Officer)
  President, Chief Executive Officer, and Director
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902
  United States
 
       
Michael G. Wacek
(Executive Vice President and Director)
  Executive Vice President,
Odyssey Re Holdings Corp.
  United States
 
       
Jan Christiansen
(Executive Vice President and Director)
  Executive Vice President and Chief Financial Officer,
Odyssey Re Holdings Corp.
  United States
 
       
James B. Salvesen
(Senior Vice President and Chief Financial Officer)
  Senior Vice President and Chief Financial Officer,
Odyssey America Reinsurance Corporation
  United States
 
       
Peter H. Lovell
(Senior Vice President, General Counsel and Corporate Secretary)
  Senior Vice President, General Counsel and Corporate Secretary,
Odyssey Re Holdings Corp.
  United States
 
       
Brian D. Young
(Executive Vice President and Director)
  Executive Vice President and Chief Operating Officer,
Odyssey Re Holdings Corp.
  United States

45


 

ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
UNITED STATES FIRE INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of United States Fire Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Douglas M. Libby
(President, Chief Executive Officer,
Chairman and Director)
  President and Chief Executive Officer,
Crum & Forster Holdings Corp. and various other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962
  United States
 
       
Mary Jane Robertson
(Executive Vice President, Chief Financial Officer,
Treasurer and Director)
  Executive Vice President, Chief Financial Officer and Treasurer,
Crum & Forster Holdings Corp. and various other insurance subsidiaries
305 Madison Avenue
Morristown, NJ 07962
  United States
 
       
Dennis J. Hammer
(Senior Vice President,
Controller and Director)
  Senior Vice President and Controller,
United States Fire Insurance Company
305 Madison Avenue
Morristown, NJ 07962
  United States

46


 

ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
MARKEL INSURANCE COMPANY OF CANADA
          The following table sets forth certain information with respect to the directors and executive officers of Markel Insurance Company of Canada.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Mark J. Ram
(Chair)
  President and Chief Executive Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Silvy Wright
(President and Director)
  President,
Markel Insurance Company of Canada
55 University Avenue
Suite 1500
Toronto, Ontario M5J 2H7
  Canadian
 
       
Lori McDougall
(Chief Financial Officer and Director)
  Chief Financial Officer,
Markel Insurance Company of Canada
55 University Avenue
Suite 1500
Toronto, Ontario M5J 2H7
  Canadian
 
       
Bryan S. Smith
(Director)
  Independent Business Consultant and Corporate
Director
Toronto, Ontario, Canada
  Canadian
 
       
Craig Pinnock
(Director)
  Chief Financial Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Robert J. Gunn
(Director)
  Independent Business Consultant and Corporate
Director
Toronto, Ontario, Canada
  Canadian

47


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Robert S. Weiss
(Director)
  Independent Business Consultant and Corporate
Director
Toronto, Ontario, Canada
  Canadian
 
       
Nora Hillyer
(Senior Vice President,
Underwriting)
  Senior Vice President, Underwriting
Markel Insurance Company of Canada
55 University Avenue
Suite 1500
Toronto, Ontario M5J 2H7
  Canadian
 
       
Timothy Courtney
(Vice President,
Corporate Underwriting)
  Vice President, Corporate Underwriting
Markel Insurance Company of Canada
55 University Avenue
Suite 1500
Toronto, Ontario M5J 2H7
  Canadian
 
       
Will Mandau
(Vice President, Claims)
  Vice President, Claims
Markel Insurance Company of Canada
55 University Avenue
Suite 1500
Toronto, Ontario M5J 2H7
  Canadian
 
       
Elaine Lajeunesse
(Vice President,
Actuarial Services)
  Vice President, Actuarial Services
Markel Insurance Company of Canada
55 University Avenue
Suite 1500
Toronto, Ontario M5J 2H7
  Canadian

48


 

ANNEX J
DIRECTORS AND EXECUTIVE OFFICERS OF
COMMONWEALTH INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of Commonwealth Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Mark J. Ram
(Chair)
  President and Chief Executive Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Timothy R. Ius
(President, Chief Executive Officer and Director)
  President and Chief Executive Officer
Commonwealth Insurance Company
595 Burrard Street
Suite 1500, Box 49115 Bentall Tower III,
Vancouver, BC V7X 1G4
  Canadian
 
       
Stewart J. Woo
(Chief Financial Officer and Director)
  Chief Financial Officer,
Commonwealth Insurance Company
595 Burrard Street
Suite 1500, Box 49115 Bentall Tower III,
Vancouver, BC V7X 1G4
  Canadian
 
       
Bryan S. Smith
(Director)
  Independent Business Consultant and Corporate Director
Toronto, Ontario, Canada
  Canadian
 
       
Craig Pinnock
(Director)
  Chief Financial Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Robert J. Gunn
(Director)
  Independent Business Consultant and Corporate
Director
Toronto, Ontario, Canada
  Canadian

49


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Robert S. Weiss
(Director)
  Independent Business Consultant and Corporate
Director
Toronto, Ontario, Canada
  Canadian
 
       
B. Timothy Davies
(Chief Underwriting Officer)
  Chief Underwriting Officer,
Commonwealth Insurance Company
595 Burrard Street
Suite 1500, Box 49115 Bentall Tower III,
Vancouver, BC V7X 1G4
  Canadian
 
       
Bruce M. Gregg
(Chief Risk Officer)
  Chief Risk Officer,
Commonwealth Insurance Company
595 Burrard Street
Suite 1500, Box 49115 Bentall Tower III,
Vancouver, BC V7X 1G4
  Canadian
 
       
Edward P. Hunter
(Senior Vice President,
Underwriting, U.S. Division)
  Senior Vice President, Underwriting, U.S. Division,
Commonwealth Insurance Company
595 Burrard Street
Suite 1500, Box 49115 Bentall Tower III,
Vancouver, BC V7X 1G4
  Canadian
 
       
Patricia A. Gibson
(Senior Vice President, Administration)
  Senior Vice President, Administration,
Commonwealth Insurance Company
595 Burrard Street
Suite 1500, Box 49115 Bentall Tower III,
Vancouver, BC V7X 1G4
  Canadian

50


 

ANNEX K
DIRECTORS AND EXECUTIVE OFFICERS OF
FEDERATED INSURANCE COMPANY OF CANADA
          The following table sets forth certain information with respect to the directors and executive officers of Federated Insurance Company of Canada.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Mark J. Ram
(Chair)
  President and Chief Executive Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
John Paisley
(President, Chief Executive Officer and Director)
  President and Chief Executive Officer,
Federated Insurance Company of Canada
717 Portage Avenue
Winnipeg, Manitoba R3C 3C9
  Canadian
 
       
Garrick Hurlin
(Chief Financial Officer, Vice President, Finance, Corporate Secretary and Director)
  Chief Financial Officer, Vice President,
Finance and Corporate Secretary,
Federated Insurance Company of Canada
717 Portage Avenue
Winnipeg, Manitoba R3C 3C9
  Canadian
 
       
Bryan S. Smith
(Director)
  Independent Business Consultant
and Corporate Director
Toronto, Ontario, Canada
  Canadian
 
       
Craig Pinnock
(Director)
  Chief Financial Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Robert J. Gunn
(Director)
  Independent Business Consultant and
Corporate Director
Toronto, Ontario, Canada
  Canadian

51


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Robert S. Weiss
(Director)
  Independent Business Consultant and
Corporate Director
Toronto, Ontario, Canada
  Canadian
 
       
Sylvain Baril
(Senior Vice President,
Business Operations
(Underwriting))
  Senior Vice President, Business Operations
(Underwriting),
Federated Insurance Company of Canada
717 Portage Avenue
Winnipeg, Manitoba R3C 3C9
  Canadian
 
       
George Halkiotis
(Vice President, Claims)
  Vice President, Claims,
Federated Insurance Company of Canada
717 Portage Avenue
Winnipeg, Manitoba R3C 3C9
  Canadian
 
       
Mark Greenway
(Vice President,
Business Operations
(Sales))
  Vice President, Business Operations (Sales),
Federated Insurance Company of Canada
717 Portage Avenue
Winnipeg, Manitoba R3C 3C9
  Canadian
 
       
Douglas Overwater
(Vice President,
Corporate Relations)
  Vice President, Corporate Relations
Federated Insurance Company of Canada
717 Portage Avenue
Winnipeg, Manitoba R3C 3C9
  Canadian

52


 

ANNEX L
DIRECTORS AND EXECUTIVE OFFICERS OF
LOMBARD GENERAL INSURANCE COMPANY OF CANADA
          The following table sets forth certain information with respect to the directors and executive officers of Lombard General Insurance Company of Canada.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Mark J. Ram
(Chair and Chief Executive Officer)
  President and Chief Executive Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Fabian Richenberger
(President and Director)
  President,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Swiss
 
       
Jane Gardiner-Robinson
(Executive Vice President and Director)
  Executive Vice President,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Bryan S. Smith
(Director)
  Independent Business Consultant and
Corporate Director
Toronto, Ontario, Canada
  Canadian
 
       
Craig Pinnock
(Director)
  Chief Financial Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian

53


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Robert J. Gunn
(Director)
  Independent Business Consultant and
Corporate Director
Toronto, Ontario, Canada
  Canadian
 
       
Robert S. Weiss
(Director)
  Independent Business Consultant and
Corporate Director
Toronto, Ontario, Canada
  Canadian
 
       
Stephen F. McManus
(Senior Vice President, Chief Financial Officer and Treasurer)
  Senior Vice President, Chief Financial Officer and Treasurer,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
William J. Dunlop
(Senior Vice President, General Counsel & Human Resources and Secretary)
  Senior Vice President, General Counsel &
Human Resources and Secretary,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Jean Roy
(Senior Vice President,
Actuarial)
  Senior Vice President, Actuarial,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Glenn Penny
(Senior Vice President,
Customer Services
Operations)
  Senior Vice President, Customer Services Operations,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Katharine M. Allan
(Senior Vice President, Personal Lines Retail & Chief Underwriting Officer)
  Senior Vice President, Personal Lines Retail
& Chief Underwriting Officer,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian

54


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Mark L. LeBlanc
(Senior Vice President, Central Region)
  Senior Vice President, Central Region,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Richard Lapierre
(Vice President, Quebec Region)
  Vice President, Quebec Region,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian

55


 

ANNEX M
DIRECTORS AND EXECUTIVE OFFICERS OF
LOMBARD INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of Lombard Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Mark J. Ram
(Chair and Chief Executive Officer)
  President and Chief Executive Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Fabian Richenberger
(President and Director)
  President,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Swiss
 
       
Jane Gardiner-Robinson
(Executive Vice President and Director)
  Executive Vice President,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Bryan S. Smith
(Director)
  Independent Business Consultant and
Corporate Director
Toronto, Ontario, Canada
  Canadian
 
       
Craig Pinnock
(Director)
  Chief Financial Officer,
Northbridge Financial Corporation
105 Adelaide Street West, 7th Floor
Toronto, Ontario M5H 1P9
  Canadian

56


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Robert J. Gunn
(Director)
  Independent Business Consultant and
Corporate Director
Toronto, Ontario, Canada
  Canadian
 
       
Robert S. Weiss
(Director)
  Independent Business Consultant and
Corporate Director
Toronto, Ontario, Canada
  Canadian
 
       
Stephen F. McManus
(Senior Vice President, Chief Financial Officer and Treasurer)
  Senior Vice President, Chief Financial Officer and Treasurer,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
William J. Dunlop
(Senior Vice President, General Counsel & Human Resources and Secretary)
  Senior Vice President, General Counsel &
Human Resources and Secretary,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Jean Roy
(Senior Vice President,
Actuarial)
  Senior Vice President, Actuarial,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Glenn Penny
(Senior Vice President,
Customer Services
Operations)
  Senior Vice President, Customer Services Operations,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Katharine M. Allan
(Senior Vice President, Personal Lines Retail & Chief Underwriting Officer)
  Senior Vice President, Personal Lines Retail
& Chief Underwriting Officer,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian

57


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Mark L. LeBlanc
(Senior Vice President, Central Region)
  Senior Vice President, Central Region,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian
 
       
Richard Lapierre
(Vice President, Quebec
Region)
  Vice President, Quebec Region,
Lombard General Insurance Company of Canada
105 Adelaide Street West
3rd Floor
Toronto, Ontario M5H 1P9
  Canadian

58


 

ANNEX N
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH INSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Stanley R. Zax
(Chief Executive Officer and Chairman of the Board of Directors)
  Chief Executive Officer and Chairman of the Board of Directors, Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367
  United States
 
       
Janet D. Frank
(President and Chief Operating Officer and Director)
  President and Chief Operating Officer, Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367
  United States
 
       
Jack D. Miller
(Vice Chairman and Director)
  Vice Chairman, Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367
  United States
 
       
Michael E. Jansen
(Executive Vice President and General Counsel and Director)
  Executive Vice President and General Counsel, Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367
  United States
 
       
Kari L. Van Gundy
(Executive Vice President, Chief Financial Officer and Treasurer and Director)
  Executive Vice President, Chief Financial Officer & Treasurer, Zenith
Insurance Company
21255 Califa St.
Woodland Hills, CA 91367
  United States

59


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Robert E. Meyer
(Executive Vice President and Chief Actuary)
  Executive Vice President and Chief Actuary, Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367
  United States
 
       
Davidson M. Pattiz
(Executive Vice President)
  Executive Vice President, Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367
  United States
 
       
Hyman J. Lee Jr.
(Senior Vice President and Assistant General Counsel and Secretary)
  Senior Vice President and Assistant General Counsel and Secretary, Zenith Insurance Company
21255 Califa St.
Woodland Hills, CA 91367
  United States

60


 

ANNEX O
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRMONT SPECIALTY INSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of Fairmont Specialty Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Nicholas C. Bentley
(Chairman, Chief Executive Officer, President and Director)
  Manager, President and Chief Executive Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United Kingdom
 
       
Charles G. Ehrlich
(Senior Vice President, Secretary and Director)
  Senior Vice President and Secretary,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
John M. Parker
(Senior Vice President and Director)
  Senior Vice President,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
John J. Bator
(Senior Vice President, Chief Financial Officer and Director)
  Senior Vice President and Chief Financial Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
Frank DeMaria
(Senior Vice President and Director)
  Senior Vice President,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States

61


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Richard J. Fabian
(Senior Vice President, General Counsel and Director)
  Senior Vice President and General Counsel,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
Nina L. Caroselli
(Senior Vice President)
  Senior Vice President,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States

62


 

ANNEX P
DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL FIDELITY INSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of General Fidelity Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Nicholas C. Bentley
(Chairman, Chief Executive Officer, President and Director)
  Manager, President and Chief Executive Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United Kingdom
 
       
Nina L. Caroselli
(Senior Vice President and Director)
  Senior Vice President,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
John M. Parker
(Senior Vice President)
  Senior Vice President,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
John J. Bator
(Senior Vice President, Chief Financial Officer and Director)
  Senior Vice President and Chief Financial Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States
 
       
Richard J. Fabian
(Senior Vice President, General Counsel and Director)
  Senior Vice President and General Counsel,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United States

63


 

ANNEX Q
DIRECTORS AND EXECUTIVE OFFICERS OF
SENECA INSURANCE COMPANY, INC.
     The following table sets forth certain information with respect to the directors and executive officers of Seneca Insurance Company, Inc..
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
Douglas M. Libby
  President and Chief Executive Officer,   United States
(Chairman and Director)
  Crum & Forster Holdings Corp. and various    
 
  other insurance subsidiaries,    
 
  305 Madison Avenue    
 
  Morristown, NJ 07962    
 
       
Marc J. Adee
  President,   United States
(President and Chief Executive
  Fairmont Specialty, a division of Crum &    
Officer)
  Forster,    
 
  10350 Richmond Avenue, Suites 250/300    
 
  Houston, TX 77042    
 
       
Marc T. A. Wolin
  Senior Vice President, Treasurer, Chief   United States
(Senior Vice President,
  Financial Officer, COO and Secretary,    
Treasurer, Chief Financial
  Seneca Insurance Company, Inc.,    
Officer, Chief Operating
  160 Water Street    
Officer, Secretary and
  New York, NY 10038    
Director)
       
 
       
Mary Jane Robertson
  Executive Vice President, Chief   United States
(Director)
  Financial Officer and Treasurer,    
 
  Crum & Forster Holdings Corp. and    
 
  various other insurance subsidiaries,    
 
  305 Madison Avenue    
 
  Morristown, NJ 07962    
 
       
Chris I. Stormo
  Senior Vice President,   United States
(Senior Vice President and
  United States Fire Insurance Company,    
Director)
  305 Madison Avenue    
 
  Morristown, NJ 07962    
 
       
Dennis J. Hammer
  Senior Vice President and Controller,   United States
(Vice President and Director)
  United States Fire Insurance Company,    
 
  305 Madison Avenue    
 
  Morristown, NJ 07962    

64


 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Matthew W. Kunish
  Senior Vice President,   United States
(Vice President and Director)
  United States Fire Insurance Company,    
 
  305 Madison Avenue    
 
  Morristown, NJ 07962    
 
       
Stephen A. Eisenmann
  Senior Vice President,   United States
(Director)
  United States Fire Insurance Company,    
 
  305 Madison Avenue    
 
  Morristown, NJ 07962    
 
       
David J. Ghezzi
  Senior Vice President,   United States
(Director)
  United States Fire Insurance Company,    
 
  305 Madison Avenue    
 
  Morristown, NJ 07962    
 
       
Donald R. Fischer
  Senior Vice President,   United States
(Director)
  United States Fire Insurance Company,    
 
  305 Madison Avenue    
 
  Morristown, NJ 07962    
 
       
Paul W. Bassaline
  Vice President and Assistant Controller,   United States
(Director)
  United States Fire Insurance Company,    
 
  305 Madison Avenue    
 
  Morristown, NJ 07962    
 
       
Harvey Childs
  Chairman of the Board,   United States
(Director)
  Bail USA, Inc.,    
 
  157 Main Street    
 
  Greenville, PA 16125    
 
       
Albert B. Lewis
  Of Counsel,   United States
(Director)
  D’Amato & Lynch,    
 
  70 Pine Street    
 
  New York, NY 10270    
 
       
Gabriel M. Krausman
  Special Counsel,   United States
(Director)
  Leahey & Johnson,    
 
  120 Wall Street    
 
  New York, NY 10005    

65


 

ANNEX R
DIRECTORS AND EXECUTIVE OFFICERS OF
CLEARWATER INSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of Clearwater Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
 
       
Andrew A. Barnard
(Chairman of the Board of Directors and Chief Executive Officer)
  President, Chief Executive Officer, and Director,
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902
  United States
 
       
Jan Christiansen
(President)
  Executive Vice President and Chief Financial Officer,
Odyssey Re Holdings Corp.
  United States
 
       
Michael G. Wacek
(Executive Vice President and Director)
  Executive Vice President,
Odyssey Re Holdings Corp.
  United States
 
       
Robert S. Bennett
(Executive Vice President, Chief Actuary and Director)
  Executive Vice President and Chief Actuary,
Odyssey America Reinsurance Corporation
  United States
 
       
Peter H. Lovell
(Senior Vice President, General Counsel and Corporate Secretary)
  Senior Vice President, General Counsel and Corporate Secretary,
Odyssey Re Holdings Corp.
  United States
 
       
Brian D. Young
(Executive Vice President and Director)
  Executive Vice President and Chief Operating Officer,
Odyssey Re Holdings Corp.
  United States
 
       
Christopher L. Gallagher
(Executive Vice President and Director)
  Senior Vice President,
Odyssey America Reinsurance Corporation
  United States

66


 

Exhibit Index
     
Exhibit No.   Description
 
   
Ex. 4.1
  Joint filing agreement dated as of January 14, 2011 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, TIG Insurance Company, Fairmont Specialty Insurance Company, General Fidelity Insurance Company, The North River Insurance Company, Seneca Insurance Company, Inc., Odyssey America Reinsurance Corporation, Clearwater Insurance Company, United States Fire Insurance Company, Markel Insurance Company of Canada, Commonwealth Insurance Company, Federated Insurance Company of Canada, Lombard General Insurance Company of Canada, Lombard Insurance Company and Zenith Insurance Company.

67