SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 5 TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

International Coal Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45928H106
(CUSIP Number)
Paul Rivett
Vice President
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

December 18, 2009
(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(e), 13d-1(f) or 13d-1(g), check the following box þ.

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).

 
 

 

                       
Cusip No.
  
45928H106 
   Page  
2 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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
   
  CANADIAN
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   45,155,588
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    45,155,588
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  45,155,588
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  27.7%
     
14   TYPE OF REPORTING PERSON
   
  IN

 

                       
Cusip No.
  
45928H106 
   Page  
3 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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   45,155,588
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    45,155,588
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  45,155,588
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  27.7%
     
14   TYPE OF REPORTING PERSON
   
  CO

3

 

                       
Cusip No.
  
45928H106 
   Page  
4 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   45,155,588
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    45,155,588
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  45,155,588
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  27.7%
     
14   TYPE OF REPORTING PERSON
   
  CO

4

 

                       
Cusip No.
  
45928H106 
   Page  
5 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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   45,155,588
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    45,155,588
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  45,155,588
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  27.7%
     
14   TYPE OF REPORTING PERSON
   
  CO

5

 

                       
Cusip No.
  
45928H106 
   Page  
6 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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   45,155,588
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    45,155,588
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  45,155,588
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  27.7%
     
14   TYPE OF REPORTING PERSON
   
  CO

6

 

                       
Cusip No.
  
45928H106 
   Page  
7 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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   15,917,140
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    15,917,140
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,917,140
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  9.8%
     
14   TYPE OF REPORTING PERSON
   
  CO

7

 

                       
Cusip No.
  
45928H106 
   Page  
8 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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   2,133,325
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    2,133,325
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,133,325
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  1.3%
     
14   TYPE OF REPORTING PERSON
   
  CO

8

 

                       
Cusip No.
  
45928H106 
   Page  
9 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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   3,216,300
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,216,300
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,216,300
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  2.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

9

 

                       
Cusip No.
  
45928H106 
   Page  
10 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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   7,660,347
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    7,660,347
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  7,660,347
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  4.7%
     
14   TYPE OF REPORTING PERSON
   
  CO

10

 

                       
Cusip No.
  
45928H106 
   Page  
11 
   of   
36
  Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

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   9,003,782
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    9,003,782
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  9,003,782
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  5.5%
     
14   TYPE OF REPORTING PERSON
   
  CO

11

 

     This Amendment No. 5 amends the Schedule 13D filed with the Securities and Exchange Commission on April 14, 2008 by V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, OdysseyRe Holdings Corp., Odyssey America Reinsurance Corporation, United States Fire Insurance Company, The North River Insurance Company and TIG Insurance Company, as amended by Amendment No. 1 thereto filed on May 29, 2008, Amendment No. 2 thereto filed on November 25, 2008, Amendment No. 3 thereto filed on December 9, 2008, and Amendment No. 4 thereto filed on February 25, 2009.
          Amendment No. 1 to the Schedule 13D was filed to report that Fairfax Financial Holdings Limited and International Coal Group, Inc. (“ICG”) entered into a Registration Rights Agreement, dated as of May 16, 2008, as described in Item 6 therein.
          Amendment No. 2 to the Schedule 13D was filed to report that the Reporting Persons (as defined below) had acquired an additional 4,994,400 shares of common stock of ICG.
          Amendment No. 3 to the Schedule 13D was filed to report that the Reporting Persons had acquired an additional 4,090,000 shares of common stock of ICG.
          Amendment No. 4 to the Schedule 13D was filed to report that the Reporting Persons had acquired an additional 6,400,000 shares of common stock of ICG.
          This Amendment No. 5 to the Schedule 13D is being filed to report the exchange of $30,000,000 aggregate principal amount of 9.00% Convertible Senior Notes due 2012 (“2012 Notes”) of ICG for 8,616,188 shares of common stock of ICG, as described in Item 6 herein.
          The following amendments to Items 2, 3, 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 and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
 
  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 and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

12

 

  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 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 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 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.   Odyssey America Reinsurance Corporation (“Odyssey America”), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Fairfax. The principal business of Odyssey America is reinsurance. The principal business and principal office address of Odyssey America is 300 First Stamford Place, Stamford, Connecticut 06902;
 
  7.   Clearwater Insurance Company (“Clearwater”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Odyssey America. The principal business of Clearwater is property/casualty reinsurance. The principal business and principal office address of Clearwater is 300 First Stamford Place, Stamford, Connecticut 06902;
 
  8.   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;
 
  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 and principal office address of North River is 305 Madison Ave., Morristown, New Jersey 07962; and

13

 

  10.   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 and principal office address of TIG is 250 Commercial Street, Suite 500, Manchester, NH 03101.
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, Odyssey America, Clearwater, US Fire, North River or TIG that it is the beneficial owner of the shares of common stock of ICG (the “Shares”) referred to herein for purposes of Section 13(d) 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 director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H or I as the case may be, and such Annexes are incorporated herein by reference.
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, 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 executive officers or directors of such Reporting Person 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 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
          Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following information to the end thereof:
“Exchange Agreement
On December 22, 2009, pursuant to an Exchange Agreement (the “Exchange Agreement”), dated as of December 18, 2009, among ICG, Fairfax, Odyssey America and TIG: Fairfax exchanged $15,000,000 aggregate principal amount of 2012 Notes for 4,308,094 Shares; Odyssey America exchanged $7,500,000 aggregate principal amount of 2012 Notes for 2,154,047 Shares; and TIG exchanged $7,500,000 aggregate principal amount of 2012 Notes for 2,154,047 Shares.
The description in this Item 6 of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, which has been filed as an Exhibit to this Schedule 13D.”

14

 

Item 7. Material to be Filed as Exhibits.
          Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following exhibits to the end thereof:
     
Ex. 5.1:
  Joint filing agreement dated as of December 22, 2009 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey America Reinsurance Corporation, Clearwater Insurance Company, United States Fire Insurance Company, The North River Insurance Company and TIG Insurance Company.
 
    
Ex. 5.2:
  Exchange Agreement, dated as of December 18, 2009, among International Coal Group, Inc., Fairfax Financial Holdings Limited, Odyssey America Reinsurance Corporation and TIG Insurance Company.

15

 

SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  V. Prem Watsa    
     
  /s/ V. Prem Watsa   

 

 

         
SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  1109519 Ontario Limited
 		  
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   

 

 

         
SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  The Sixty Two Investment Company Limited
 		  
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   

 

 

         
SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  810679 Ontario Limited
 		  
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   

 

 

         
SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  Fairfax Financial Holdings Limited
 		  
  By:   /s/ Paul Rivett    
    Name:   Paul Rivett   
    Title:   Vice President   

 

 

         
SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  Odyssey America Reinsurance Corporation
 		  
  By:   /s/ Peter H. Lovell  
    Name:   Peter H. Lovell  
    Title:   Senior Vice President  

 

 

         
SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  Clearwater Insurance Company
 		  
  By:   /s/ Peter H. Lovell   
    Name:   Peter H. Lovell  
    Title:   Senior Vice President  

 

 

         
SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  United States Fire Insurance Company
 		  
  By:   /s/ Paul Bassaline    
    Name:   Paul Bassaline   
    Title:   Vice President   

 

 

         
SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  The North River Insurance Company
 		  
  By:   /s/ Paul Bassaline    
    Name:   Paul Bassaline   
    Title:   Vice President   

 

 

         
SIGNATURE
          After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: December 22, 2009  TIG Insurance Company
 		  
  By:   /s/ John J. Bator    
    Name:   John J. Bator   
    Title:   Chief Financial Officer   
 

 

 

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 Odyssey America Reinsurance Corporation
 
    
F
  Directors and Executive Officers of Clearwater Insurance Company
 
    
G
  Directors and Executive Officers of United States Fire Insurance Company
 
    
H
  Directors and Executive Officers of The North River Insurance Company
 
    
I
  Directors and Executive Officers of TIG Insurance Company

 

 

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    
Name   which such 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

 

 

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    
Name   which such 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

 

 

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    
Name   which such 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

 

 

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    
Name   in which such employment is conducted   Citizenship
 
        
V. Prem Watsa
(Chairman and Chief Executive Officer)
  Chairman and Chief Executive Officer, Fairfax Financial
Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
Anthony Griffiths
(Director)
  Independent Business Consultant
Toronto, Ontario, Canada 		  Canadian
 
        
Robert Gunn
(Director)
  Independent Business Consultant
Toronto, Ontario, Canada 		  Canadian
 
        
David Johnston
(Director)
  President and Vice-Chancellor,
University of Waterloo
St. Clements, Ontario, Canada 		  Canadian
 
        
Brandon W. Sweitzer
(Director)
  Senior Advisor to the President of the Chamber of Commerce of The United States
1615 H Street, NW
Washington, DC 20062 		  United States
 
        
Alan D. Horn
(Director)
  Chairman, Rogers Communications Inc. and President and Chief Executive Officer, Rogers
Telecommunications Limited
Toronto, Ontario, Canada 		  Canadian

 

 

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

 

 

ANNEX E
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    
Name   which such 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
(Director)
  Executive Vice President,
Odyssey Re Holdings Corp 		  United States
 
        
R. Scott Donovan
(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

 

 

ANNEX F
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 employment is    
Name   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
 
        
Michael G. Wacek
(Executive Vice President and Director)
  Executive Vice President,
Odyssey Re Holdings Corp. 		  United States
 
        
R. Scott Donovan
(President and Director)
  Executive Vice President and Chief Financial Officer,
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

 

 

ANNEX G
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    
Name   which such 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

 

 

ANNEX H
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    
Name   which such 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

 

 

ANNEX I
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 employment is    
Name   conducted   Citizenship
 
        
Nicholas C. Bentley
(Chairman, Chief Executive Officer, President and Director)
  Chairman, Chief Executive Officer,
President and Director,
TIG Insurance Company
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101 		  United Kingdom
 
        
Charles G. Ehrlich
(Senior Vice President and Secretary)
  Senior Vice President and Secretary,
Riverstone Claims Management LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101 		  United States
 
        
John M. Parker
(Senior Vice President and Director)
  Senior Vice President,
TIG Insurance Company 		  United States
 
        
John J. Bator
(Senior Vice President, Chief Financial Officer and Director)
  Senior Vice President, Chief Financial Officer and Director,
TIG Insurance Company 		  United States
 
        
Frank DeMaria
(Senior Vice President and Director)
  Senior Vice President,
TIG Insurance Company 		  United States
 
        
Richard J. Fabian
(Senior Vice President, General Counsel and Director)
  Senior Vice President, General Counsel and Director,
TIG Insurance Company 		  United States

 

 

Exhibit Index
     
Exhibit No.   Description
 
    
Ex. 5.1:
  Joint filing agreement dated as of December 22, 2009 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey America Reinsurance Corporation, Clearwater Insurance Company, United States Fire Insurance Company, The North River Insurance Company and TIG Insurance Company.
 
    
Ex. 5.2:
  Exchange Agreement, dated as of December 18, 2009, among International Coal Group, Inc., Fairfax Financial Holdings Limited, Odyssey America Reinsurance Corporation and TIG Insurance Company.