The current members of the Board and terms of each Class are set forth below:

*

Nominated

Director			Age		Director since
Class I—Term Ending in 2004
	Bruce R. Berkowitz		46		2004
	Steven E. Fass		58		2000
	Edith E. Holiday		52		2004
	Joseph S. Steinberg		60		2001
Class II—Term Ending in 2005
	John J. ("Jack") Byrne		72		1985
	George J. Gillespie, III		74		1986
	John D. Gillespie		45		1999
	Frank A. Olson		72		1996
Class III—Term Ending in 2006
	Raymond Barrette		54		2000
	Howard L. Clark, Jr.		60		1986
	Robert P. Cochran		54		1994
	Lowndes A. Smith		64		2003
	Arthur Zankel		72		1992

        In order to assist the Company in achieving its goal of having a Board with a majority of independent directors, Messrs. Gordon S. Macklin and Allan L. Waters, each current members of Class I, have chosen not to stand for re-election at the 20032004 Annual Meeting.

        Of the nominees for election at the 2004 Annual Meeting, Messrs. Fass and Steinberg were previously elected by shareholders. With respect to a term ending in 2006.

        Patrick M. Byrne, a former Class I director, retired fromthe other nominees, an Executive Officer of the Company initially recommended Mr. Smith for appointment to the Board on February 24, 2003.and non-management directors of the Company initially recommended Mr. Berkowitz and Ms. Holiday for appointment to the Board.

        The following information with respect topresents the principal occupation, business experience, recent business activities involving White Mountains and other affiliations of the nominees and directors has been furnished to the Company by the nominees and directors.

Class I

        Bruce R. Berkowitz has been a director of the Company since May 2004. Mr. Berkowitz serves as Founder and Managing Member of Fairholme Capital Management, L.L.C., a registered investment adviser, and as President and Director of Fairholme Funds, Inc., investment adviser to The Fairholme Fund. Prior to founding Fairholme Capital in 1997, Mr. Berkowitz was a portfolio manager at Smith Barney, Inc. and Lehman Brothers Holdings, Inc. Mr. Berkowitz also serves as Deputy Chairman and director of Olympus Re Holdings, Ltd. ("Olympus") and as a member of the Board of Trustees of First Union Real Estate and Mortgage Investments organization.

Steven E. Fass has been a director of the Company since February 2000. Mr. Fass has served as President and Chief Executive OfficerCEO of White Mountains Re since May 2004. Mr. Fass previously served as President and CEO of Folksamerica and its subsidiaries including Folksamerica Reinsurance Company since 1984. He joined Folksamerica as its Vice President, Treasurer and Chief Financial Officer in 1980.from 1984 to 2004. Mr. Fass also serves as Chairman of Fund American Reinsurance Company, Ltd. ("Fund American Re"), Chairman of Esurance and is a director of other White Mountains subsidiaries.

K. Thomas Kemp currently serves as an advisor to the Company and has been a director since 1994. Mr. Kemp currently serves as a director and Chief Financial Officer of Montpelier Re Holdings Ltd. ("Montpelier"). Mr. Kemp formerly served as the Company's President from June 2001 to December 2002, as its Deputy Chairman from January 2000 to June 2001 and its President and CEO from 1997 to 2000 and has been with White Mountains since 1991. Mr. Kemp is also a director of Main Street America Holdings, Inc., Amlin plc. and otherseveral White Mountains subsidiaries.

Gordon S. Macklin        Edith E. Holiday has beenwas appointed a director of the Company since 1987 andin August 2004. Ms. Holiday has served as a Deputy Chairman of the CompanyOperating Trustee for TWE Holdings I, II, III Trusts since June 2001. Mr. Macklin2002. Ms. Holiday formerly served as Chairman of White River Corporation, an information services company, from 1993Assistant to 1998, as Chairman of Hambrecht and Quist Group, a venture capital and investment banking company, from 1987 until 1992, and asthe President of the United States and Secretary of the Cabinet from 1990 to 1993 and

as General Counsel to the United States Treasury Department from 1989 to 1990. She is also a director of Amerada Hess Corporation, Canadian National Association of Securities Dealers, Inc. from 1970 until 1987. HeRailway Company, H. J. Heinz Company and RTI International Metals and is a director or trustee of Martek Biosciences Corporation, MedImmune Inc., Overstock.com and Spacehab, Inc., and is a trustee, director or managing general partner (as the case may be) of 48 of thevarious investment companies in the Franklin Templeton Group of Mutual Funds.

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Joseph S. Steinberg has been a director of the Company since June 2001. Mr. Steinberg has served as the President of Leucadia National Corporation ("Leucadia") since 1978.1979. Mr. Steinberg is also a director of Allcity Insurance Company,Leucadia, MK GoldResources Company, Finova Group, Inc. and Jordan Industries, Inc. In addition, Mr. Steinberg is Chairman of Olympus Re Holdings, Ltd., Olympus Reinsurance Ltd. and HomeFed Corporation.

Class II

John J. ("Jack")        Jack Byrne has served as Chairmanbeen a director of the Company since 1985. Mr. Byrne formerly served as Chairman of the Company from 1985 to November 2003, as CEO of the Company from February 2002 to December 2002, as Chairman of the Board of Managers of OneBeacon from June 2001 to December 2001, as CEO of the Company from January 2000 to June 2001, as President and CEO of the Company from 1990 to 1997 and as CEO from 1985 to 1990. Mr. Byrne also serves as Chairmana director of Montpelier and is a director of Overstock.com and other White Mountains subsidiaries. Mark Byrne, Mr. Byrne's son, is also a director of the Company.Symetra Financial Corporation ("Symetra").

Mark        George J. ByrneGillespie, III was appointed a directorChairman of the Company in November 2001. Mr. Byrne manages West End Capital Management Limited. Prior to founding West End, Mr. Byrne held a variety of trading2003 and management positions at Salomon Brothers Inc., Pacific Investment Management Company, Lehman Brothers Inc. ("Lehman") and, most recently, Credit Suisse First Boston. Mr. Byrne's father, Jack Byrne, is Chairman of the Company.

George J. Gillespie, III has been a director of the Company since 1986. Mr. Gillespie has been a Partner in the law firm of Cravath, Swaine & Moore LLP ("CS&M") since 1963. He is also a director of The Washington Post Company. CS&M has been retained by White Mountains from time to time to perform legal services. See "Certain Relationships and Related Transactions" and "Compensation Committee Interlocks and Insider Participation in Compensation Decisions." Mr. Gillespie's son, John Gillespie, is also a director of the CompanyDeputy Chairman and is Chairman and President of WM Advisors.

John D. Gillespie has servedbeen a director of the Company since 1999 and serves as a Deputy Chairman of the Company since January 2003 and serves as Chairman and President of WM Advisors. Mr. Gillespie served as a Managing Director of OneBeacon from June 2001 to March 2003 and has been a director of the Company since 1999.2003. He is also the founder and Managing Partner of Prospector Partners, LLC ("Prospector"). Prior to forming Prospector, Mr. Gillespie was President of the T. Rowe Price Growth Stock Fund and the New Age Media Fund, Inc. Mr. Gillespie serves as a director of Montpelier Re Holdings Ltd. ("Montpelier"), Symetra and otherseveral White Mountains subsidiaries. White Mountains owns limited partnership investment interests which are managed by Mr. Gillespie. See "Certain Relationships and Related Transactions." Mr. Gillespie's father, George Gillespie, is a directorChairman of the Company.

Frank A. Olson has been a director of the Company since 1996. He serves asMr. Olson is Chairman Emeritus of The Hertz Corporation ("Hertz"). Mr. Olson served as the CEO of Hertz from 1977 to 1999 and has been with that company since 1964. He is also a director of Franklin Templeton Investments Corp., Amerada Hess Corporation and Becton, Dickinson and Company.

Class III

Raymond Barrette was appointed President and CEO of the Company on January 1, 2003 and has been a director since 2000. Mr. Barrette was CEO of OneBeacon from June June��2001 to December 2002 and remains its Chairman. Mr. Barrette joined White Mountains Insurance Group in November 1997 as Executive Vice President and Chief Financial Officer. He was President from January 2000 to June 2001. Prior to joining White Mountains Mr. Barrette had 23 years of experience in the insurance business, mostly at Fireman's Fund.Fund Insurance Company. He is also ChairmanLead Director of Folksamerica ReinsuranceMontpelier, and serves asis a director of Montpelier and otherseveral White Mountains subsidiaries and affiliates.subsidiaries.

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Howard L. Clark, Jr. has been a director or advisor to the Board since 1986. He is currently Vice Chairman of Lehman Brothers, Inc. ("Lehman") and was Chairman and CEO of Shearson Lehman

Brothers Inc. from 1990 to 1993. Prior to joining Shearson Lehman Brothers Inc., Mr. Clark was Executive Vice President and Chief Financial Officer of American Express.Express Company. He is also a director of Lehman Brothers, Maytag Corporation, United Rentals, Inc. and Walter Industries, Inc. Lehman provides various services to White Mountains from time to time. See "Certain Relationships and Related Transactions" and "Compensation Committee Interlocks and Insider Participation in Compensation Decisions."

Robert P. Cochran has been a director of the Company since 1994. Mr. Cochran was a founding principal of Financial Security Assurance Holdings Ltd. ("FSA") and has served FSA in various capacities since 1985. He has been President and CEO and a director of FSA since 1990 and became Chairman in 1997. He is also Chairman of Financial Security Assurance Inc. and Financial Security Assurance (U.K.) Ltd.

        Lowndes A. Smith was appointed a director of the Company in November 2003. Mr. Smith formerly served as Vice Chairman of The Hartford Financial Services Group and President and CEO of Hartford Life Insurance Company. He joined The Hartford in 1968. Mr. Smith is also a director of Hartford Mutual Fund and is Chairman of the Connecticut Children's Medical Center.

Arthur Zankel has been a director or advisor to the boardBoard since 1992. Mr. Zankel is currently Senior Managing Member of High Rise Capital Advisors LLC. He served as a General Partner of First Manhattan Co. from 1965 to 1999 and was Co-Managing Partner of First Manhattan from 1979 to 1997. White Mountains owns limited partnership investment interests which are managed by Mr. Zankel is currently Senior Managing Member of High Rise Capital Advisors LLC.Zankel. See "Certain Relationships and Related Transactions" and "Compensation Committee Interlocks and Insider Participation in Compensation Decisions." Mr. Zankel

CORPORATE GOVERNANCE

        White Mountains is committed to maintaining sound corporate governance practices. Corporate governance is the system by which companies are directed and controlled and involves the distribution of rights and responsibilities among the Board, management and the Company's Members. The Company has established Corporate Governance Guidelines that spell out its overall approach towards corporate governance.

        The Company also has a directorCode of Citigroup, Inc.Business Conduct that applies to all directors, officers and employees in carrying out their responsibilities to and on behalf of the Company.

        The Company's Corporate Governance Guidelines and Code of Business Conduct are available atwww.whitemountains.com.

The Board

        The day-to-day management of the Company, including the preparation of financial statements and short-term and long-term strategic planning, is the responsibility of the Company's management. The primary responsibility of the Board is to oversee and review management's performance of these functions in order to advance the long-term interests of the Company and its Members.

        In fulfilling this responsibility, directors must exercise common sense business judgment and act in what they reasonably believe to be in the best interests of the Company and its Members. Directors are entitled to rely on the honesty and integrity of senior management and the Company's outside advisors and auditors. However, it is the Board's responsibility to establish that they have a reasonable basis for such reliance by ensuring that they have a strong foundation for trusting the integrity, honesty and undivided loyalty of the senior management team upon whom they are relying and the independence and expertise of the Company's outside advisors and auditors.

Committees of the Board of Directors

Audit Committee

        The Audit Committee comprised of Messrs. Clark, Olson, Steinberg and Zankel,principally performs the following functions: (1) engaging the independent auditor, subject to Board and Member approval, and negotiating the audit fee on behalf of the Board; (2) reviewing with the independent auditor the plan, scope and results of the audit and any recommendations the independent auditor may have for improving or changing the audit and control environment; (3) reviewing and pre-approving any audit, audit-related and non-audit related services the independent auditor performs (including associated fees) and consideringconsiders the effect, if any, this may have on their independence; (4) reviewing with our internal auditors the plan, scope and results of their audits and investigations; (5) discussing with management, the independent auditor and our internal auditors the adequacy of internal accounting controls and discussing with each of them, independently of the other, any recommendations on matters that any of them considers to be of importance; (6) reviewing White Mountains' accounting principles and its financial reporting policies and practices; (7) reviewing prior to publication,the integrity of White Mountains' annual and interim financial statements, earnings releases and other financial information prior to their release to the public; (8) monitoring the Company's compliance with legal and (8)regulatory requirements and other applicable standards; and (9) undertaking other duties as assigned by the Board. Mr. Clark is ChairmanThe Audit Committee currently consists of Messrs. Smith (as Chairman), Berkowitz, Olson and Steinberg.

        The Board has determined that each current member of the Audit Committee.Committee meets applicable NYSE listing standards.

        The Audit Committee Charter, which outlines the duties and responsibilities of the committee, is included herein as Exhibit A and is also available atwww.whitemountains.com.

        Through February 25, 2004, the Audit Committee consisted of Messrs. Clark (as Chairman), Olson, Steinberg and Zankel. The changes to the Audit Committee during 2004 were made in response to the revised New York Stock Exchange ("NYSE") listing standards' definition of independence for audit committee members.

Compensation Committee

        The Compensation Committee comprisedreviews and makes recommendations to the Board on director and officer compensation and oversees the administration of White Mountains' incentive compensation plans. The Compensation Committee currently consists of Messrs. Mark Byrne, Cochran Macklin,(as Chairman), Olson, SteinbergSmith and Zankel, overseesSteinberg.

        The Compensation Committee Charter, which outlines its primary duties and responsibilities, is available atwww.whitemountains.com.

        Prior to forming the Compensation Committee in response to the revised NYSE listing standards, White Mountains' cash-based compensation plans were administered by its former Human Resources Committee and its share-based compensation and benefit policies and programs, including administration of the White Mountains Insurance Group Long-Term Incentive Plan (the "Incentive Plan") and related non-qualified deferred compensation plans. Mr. Cochran is Chairman of theplans were administered by its former Compensation Committee.

Sub-Committee. The Human Resources Committee comprisedconsisted of Messrs. Cochran (as Chairman), Mark J. Byrne (a former director), Clark, Cochran,K. Thomas Kemp (a former director), George Gillespie, Macklin, Olson, Steinberg and Zankel setsand the Compensation Sub-Committee consisted of Messrs. Cochran (as Chairman), Mark Byrne, Macklin, Olson, Steinberg and Zankel.

Nominating and Governance Committee

        The Nominating and Governance Committee was formed in February 2004 and is comprised of Messrs. Clark (as Chairman), Cochran, Olson and Steinberg. The Nominating and Governance Committee performs the following functions: (1) identifies individuals qualified to become directors and

recommends such individuals to the Board for nomination; (2) makes recommendations to the Board concerning committee appointments; (3) develops, recommends and annually reviews corporate governance guidelines and oversees corporate governance matters; (4) coordinates and monitors an annual salaries and bonuses for officers and certain other key employees. Mr. Cochran is Chairmanreview of the Human Resources Committee. intendsBoard's performance; and (5) considers candidates suggested by shareholders.

        The Nominating Committee Charter, which outlines its primary duties and responsibilities, is available atwww.whitemountains.com.

        General Criteria and Process for Selection of Director Candidates.    In identifying and evaluating director candidates, the Nominating and Governance Committee does not set specific criteria for directors. Under its charter, the committee is responsible for determining desired Board skills and attributes such as independence, integrity, expertise, breadth of experience, knowledge about the Company's business or industry and ownership interest in the Company. Directors must be willing to appeardevote adequate time and effort to Board responsibilities. As set forth in person orthe Company's Corporate Governance Guidelines and its charter, the committee is responsible for recommending director candidates to the Board.

        Consideration of Director Candidates Nominated by proxyMembers.    The Company has not adopted a specific policy regarding consideration of director candidates from Members. Members who wish to recommend candidates for consideration by the committee may submit their nominations in writing to the Corporate Secretary at the meetingaddress provided in this Proxy Statement. The committee may consider such Member recommendations when it evaluates and recommends candidates to the Board for submission to Members at each annual general meeting. In addition, Members may nominate director candidates for election without consideration by the person or persons specifiedcommittee by complying with the eligibility, advance notice and other provisions of our Bye-laws as described below.

        Procedures for Nominating Director Candidates.    Shareholder proposals will be eligible for consideration for inclusion in the notice; (c) a descriptionproxy statement and proxy relating to the Company's 2005 Annual Meeting of all arrangements or understandings between the Qualified Member and each such nominee and any other person or persons (naming such person or persons)Shareholders pursuant to whichRule 14a-8 promulgated under the nomination or nominationsSecurities Exchange Act of 1934, as amended, if all applicable requirements of Rule 14a-8 are to be madesatisfied and such proposals are received timely by the Qualified Member; (d) such other information regarding each nominee proposed by such Qualified MemberCorporate Secretary as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the United States Securities and Exchange Commission (the "SEC") had each such nominee been nominated, or intended to be nominated, by the Board; and (e) the consent of each such nominee to serve as a director of the Company if so elected. The Chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

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Meetings of the Board of Directors

        During 2002, the following meetings of the Board were held: five meetings of the full Board, nine meetings of the Audit Committee, one meeting of the Compensation Committee and two meetings of the Human Resources Committee. In 2002, each director attended more than 75% of all meetings of the Board including its various committees, except Mr. Steinberg who was unable to attend seven meetings of the Audit Committee, the meeting of the Compensation Committee and one meeting of the Human Resources Committee.

PROCEDURES FOR NOMINATING DIRECTORS
outlined below.

        Under the Company's Bye-laws, nominations for the election of directors may be made by the Board or by any Member entitled to vote for the election of directors (a "Qualified Member"). A Qualified Member may nominate persons for election as directors only if written notice of such Qualified Member's intent to make such nomination is delivered to the Secretary not later than: (i) with respect to an election to be held at an annual general meeting, 90 days prior to the anniversary date of the immediately preceding annual general meeting or not later than 10 days after notice or public disclosure of the date of the annual general meeting is given or made available to Qualified Members, whichever date is earlier, and (ii) with respect to an election to be held at a special general meeting for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to Qualified Members.

Each such notice shall set forth: (a) the name and address of the Qualified Member who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the Qualified Member is a holder of record of Common Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the Qualified Member and each such candidate and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Qualified Member; (d) such other information regarding each candidate proposed by such Qualified Member as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the United States Securities and Exchange Commission (the "SEC") had each such candidate been nominated, or intended to be nominated, by the Board; and (e) the consent of each such candidate to serve as a director of the Company if so elected.

        See "Reports"Report of the Compensation Committees on Executive Compensation-Compensation Committee"Compensation" for additional information concerning this award which includes a discussion of the criteria for "Threshold" and "Maximum" determinations.these awards.

Equity Compensation Plan Table

        The following table provides information as of December 31, 20022003 with respect to Common Shares that may be issued under White Mountains' existing incentive compensation plans. Performance shares awarded under the Incentive Plan and the Performance Plan are typically paid in cash, though they may be paid in Common Shares at the election of the Compensation Committee.Board or a Committee of the Board. For that reason, these plans are listed in the Equity Compensation Plan Table below. The Folksamerica Holding

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Company, Inc. Long-Term Incentive Plan, and the Folksamerica Holding Company, Inc./White Mountains Performance Share Plan and the OneBeacon Performance Unit Plan are cash-based plans which do not provide for the issuance of Common Shares and are therefore excluded from this table.

(1)

The outstanding Restricted Shares, which were granted in 2003, are currently outstanding but have not been earned. Restricted Shares vest over a fixed term from the date of grant based on continuous service by the employee throughout such period.

(2)

The outstanding Options were granted in February 2000 at an exercise price equal to the underlying market value of Common Shares on the date of grant. The exercise price escalates on a straight-line basis by 6% per annum over the ten-year life of the Options. The weighted average shown above represents the effective exercise price per Option at December 31, 2002.2003.

(2)(3)

The Performance Plan is a long-term incentive plan of OneBeacon which provides for granting of performance shares to certain of its key employees. The performance goals for full payment of performance shares issued under the Performance Plan are similar to those of the Incentive Plan. The Performance Plan was not subject to Member approval. No performance shares were granted under the Performance Plan during 2003.

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COMPENSATION PLANS

        Pension Plans.    Benefit accruals under a qualified defined benefit pension plan and a non-qualified supplemental plan of OneBeacon were frozen for all participating employees as of December 31, 2002. As of such date, Messrs. Byrne,Barrette, Gillespie Cavoores and BarretteCavoores each had less than 1.6 years of credited service for purposes of accruing pension benefits. As a result, each of their respective accrued retirement benefits were insignificant.

        Benefit accruals under a qualified defined benefit pension plan of Folksamerica were frozen for all participating employees as of December 31, 2002. As of such date, Mr. Fass had 22.6 years of credited service and an average final compensation of $172,000. This resulted in Mr. Fass' annual benefit payable at age 65 being set at $63,160 annually for as long as he lives but in no event for less than 10 years.

        Mr. Fass alsoCavoores participates in the Folksamerica HoldingOneBeacon Insurance Company Inc. Deferred BenefitEmployee Stock Ownership Plan (the "ESOP"), a non-qualified deferred compensationqualified employee stock ownership plan for a select group of employees which was also frozen at December 31, 2002. Folksamerica's credits each participant'sestablished during 2003. Under the terms of the ESOP, Mr. Cavoores' ESOP account annuallyis credited with amounts based onan annual contribution, in cash or Common Shares, in an amount equal to the additional valuelesser of pensionthree percent of his base salary (which was $400,000 for 2003) and 401(k) benefits earned that were above IRS limits on qualified plan benefits.three percent of the applicable Social Security wage base (which was $87,000 for 2003). As of December 31, 2002,2003, Mr. Fass had an account value under the Folksamerica Holding Company, Inc. Deferred Benefit Plan of $1,356,921.

        Employees of the Company areCavoores' ESOP balance was not eligible to receive pension benefits.vested.

        Deferred Compensation Plans.    The Named Executive Officers are eligible to participate in various unfunded, nonqualified plans for the purpose of deferring current compensation for retirement savings (the "Deferred Compensation Plans"). Pursuant to the Deferred Compensation Plans, participants may defer all or a portion of qualifying remuneration payable by the Company, OneBeacon, WM Advisors or Folksamerica which can be invested in various investment options generally available to the investment community including Common Shares. AmountsEarned compensation credited to the deferred compensation accounts of such individuals have been included in the Summary Compensation Table.

        Mr. Fass is a participant in the Folksamerica Holding Company, Inc. Deferred Benefit Plan, a non-qualified deferred compensation plan for a select group of employees which was frozen at December 31, 2002. The Deferred Benefit Plan credited each participant's account annually with amounts based on the additional value of pension and 401(k) benefits earned that were above IRS limits on qualified plan benefits. Mr. Fass's account value under the Deferred Benefit Plan was $1,356,921 as of the date this benefit was frozen.

Other Compensation Arrangements

        Pursuant to the Incentive Plan, under some circumstances Options may become fully exercisable, Restricted Shares may immediately vest and performance shares may become partially or fully payable. Such circumstances are more fully described in the Incentive Plan.

        Pursuant to an employment letter dated February 26, 2003, Mr. Foy received, in addition to the Company's customary officer benefits, a sign-on bonus of $500,000, a guaranteed annual bonus of no less than $200,000 for 2003, 2004 and 2005 and a one-time grant of 3,000 Restricted Shares vesting at the end of Mr. Foy's third year of employment. Under certain circumstances, if Mr. Foy's employment with the Company is terminated within the first three years, Mr. Foy is entitled to one year of accrued salary and bonus compensation and a cash payment equal to a pro rated value of his unearned performance share awards in an amount not less than the value of 3,000 Common Shares.

        Pursuant to an employment agreement dated January 1, 2001, Mr. John Gillespie is entitled to receive an annual base salary of $400,000, an annual bonus of up to 200% of his base salary, minimum grants of performance shares, participation in employee benefit and fringe benefit plans and an indemnity. Under this agreement, Mr. Gillespie may continue his active involvement with Prospector, so long as Mr. Gillespie devotes the requisite time required to fulfill his responsibilities to WM Advisors. The

agreement specifies procedures pursuant to which Prospector's funds have the ability to invest first in opportunities appropriate for both White Mountains and such funds. Either party can terminate the employment agreement upon 30 days notice and, upon termination, Mr. Gillespie is entitled to accrued compensation and a cash payment equal to a pro rated value of his unearned performance share awards.

        In addition, White Mountains has certain revenue sharing agreements with Mr. John Gillespie relating to his interest in Prospector. See "Certain Relationships and Related Transactions" below.

Certain Relationships and Related Transactions

        Mr. Clark is Vice Chairman of Lehman. Lehman which has, for a number of years,from time to time, provided various services to White Mountains including investment banking services, tobrokerage services, underwriting of debt and equity securities and financial consulting services. Lehman was lead underwriter for White Mountains. LehmanMountains' $700.0 million Senior Note offering and was also the arranger, the administrative agent and a lender

15

under the credit facility used to finance the acquisition of OneBeacon which was amended in October 2002.White Mountains' bank facility.

        Mr. George Gillespie is a partnerPartner at CS&M. CS&M which has been retained by White Mountains from time to time to perform legal services.

        Mr. John Gillespie, pursuant to his employment agreement previously described under "Other Compensation Arrangements", may continue his active involvement with Prospector so long as Mr. Gillespie devotes the requisite time required to fulfill his responsibilities to WM Advisors. The agreement specifies procedures pursuant to which Prospector's funds have the ability to invest first in opportunities appropriate for many years, provided legal servicesboth White Mountains and such funds.

        Pursuant to revenue sharing agreements, Mr. Gillespie has agreed to pay White Mountains.Mountains a portion of the revenues and distributions allocable to him in connection with Prospector, in return for White Mountains agreeing to pay the operational expenses of his investment management companies. During 2003, White Mountains' recorded $1,432,409 in net revenue under the Prospector revenue sharing agreements. At December 31, 2003, White Mountains had $99.8 million invested in funds managed by Prospector. In addition, Messrs. Byrne, George Gillespie, John Gillespie and Olson owned investments in funds managed by Prospector as of such date.

        In September 2001, White Mountains entered into a five-year lease at a market-based rate for a building partially owned by Mr. John Gillespie and trusts for the benefit of members of his family (the "Gillespie Trusts"). For 2003, the rental payments attributable to Mr. Gillespie's ownership in the building totalled approximately $15,000 and the rental payments attributable to the Gillespie Trusts' ownership in the building totalled approximately $124,000.

        Mr. John Gillespie indirectly through general and limited partnership interests holds a 44% interest in Dowling & Partners Connecticut Fund III, LP ("Fund III"). OneBeacon Professional Partners, Inc. ("OBPP")OBPP and Folksamerica Specialty Underwriting, Inc. ("FSUI") have borrowed approximately $8 million and $7 million, respectively, from Fund III in connection with an incentive program sponsored by the State of Connecticut known as the Connecticut Insurance Reinvestment Act (the "Act""CIR Act"). The loans mature in April 2007 and bear interest at the option of OBPP and FSUI at either (1) the greater of (a) the prime rate minus 1% and (b) the federal funds rate minus 0.50% or (2) the eurodollar rate plus 0.325%. TheCIR Act provides for Connecticut income tax credits to be granted for qualifying investments made by approved fund managers. The loans made by Fund III to OBPP and FSUI are qualifying investments and, together, have the potential to generate up to $15 million of tax credits that would be shared equally between Fund III on the one hand and OBPP and FSUI on the other. As a result of his interest in Fund III, Mr. Gillespie could realize up to $3.3 million from the tax credits, although any such amount would be subject to the revenue sharing agreements with White Mountains described above.

        Pursuant to revenue sharing agreements, Mr. John Gillespie has agreed to pay White Mountains a portion of the revenues and distributions allocable to him in connection with Prospector, in return for White Mountains agreeing to pay Prospector's operational expenses. During 2002, White Mountains received a net payment of $38,070 from Mr. Gillespie under such revenue sharing agreements. At December 31, 2002, White Mountains had $60.1 million invested in funds managed by Prospector.

        In September 2001, White Mountains entered into a five-year lease at a market-based rate for a building partially owned by Mr. John Gillespie and trusts for the benefit of members of his family (the "Gillespie Trusts"). For 2002, the rental payments attributable to Mr. Gillespie's ownership in the building totalled approximately $13,000 and the rental payments attributable to the Gillespie Trusts' ownership in the building totalled approximately $104,000.

Mr. Zankel is Senior Managing Member of the General Partner of High Rise Capital Advisors LLC, which is the General Partner of High Rise Partners II, L.P. and Cedar Bridge Realty Fund, L.P.

At December 31, 2002,2003, White Mountains had $8.8 million in limited partnership investment interests in High Rise Partners, L.P. and White Mountains owned $36.6a total of $59.1 million in investments that arewere managed by High Rise Capital Advisors LLC.these entities.

        White Mountains provides various reinsurance services to Olympus. During 2003, White Mountains received $67.5 million from Olympus for such services. Mr. Berkowitz, through various investment funds in which he is managing member, is deemed to control more than 10% of Olympus' common shares.

        On June 29, 2004, Berkshire exercised all of its warrants to purchase 1,724,200 Common Shares of White Mountains for $294.0 million. Berkshire bought the warrants in connection with the financing of White Mountains' acquisition of OneBeacon in 2001. The warrants were exercisable at any time until May 2008 and callable by the Company on or after May 31, 2005. Berkshire and the Company agreed to reduce the exercise price by approximately 2% in light of Berkshire's early exercise of the warrants.

        White Mountains and Berkshire led the investor group that acquired Symetra (formerly Safeco Life) for $1.35 billion on August 2, 2004. In addition, in the ordinary course of its business, White Mountains has, and in the future may, enter into insurance and reinsurance transactions with Berkshire on arm's length terms and conditions.

        White Mountains believes that the above transactions were on terms that were reasonable and competitive and, in the case of Lehman, were obtained through a competitive bid process. White Mountains believes that such transactions did not serve to impair the independence of any of the parties involved.

REPORTSREPORT OF THE COMMITTEES ON EXECUTIVE COMPENSATION

        TheWhite Mountains' 2003 compensation matters were addressed by the Company's former Human Resources Committee and its former Compensation Sub-Committee. Going forward, such matters will be addressed by the Company's Compensation Committee (collectively, the "Committees") are comprised entirelywhich was recently formed as a result of non-employee directors.revised NYSE listing standards.

        The Committees are responsible for developing, administering and monitoring the senior executive compensation policies of the Company, OneBeacon, WM Advisors and Folksamerica. Salary and bonus compensation for the Named Executive Officers is established by the Human Resources Committee. Share-based compensation such as performance shares, Options and Restricted Shares is established by the Compensation Committee.

        White Mountains'Company's executive compensation policies are designed with one goal in mind—maximization of Member value over long periods of time. The Committees believeCompany believes that this goal is best

16

pursued by utilising a pay-for-performance program which serves to attract and retain superior executive talent and provide management with performance-based incentives to maximize Member value. Through this compensation program, the Committees seekCompany seeks to maximize Member value by aligning closely the financial interests of White Mountains' management with those of its Members.

        The Committees believeCompany believes that the principal measure of Member value created (or lost) is the Company's ROE as measured by growth in its intrinsic value per share. ThisThe Company calculates intrinsic value per share based on its growth in economic value per share (which is weighted 50%), growth in tangible GAAP book value per share (which is weighted 25%) and growth in market value per share (which is weighted 25%).This proprietary measure is viewed by management and the directors as being aan objective and conservative measure of the intrinsic value of White Mountains and includes the projected cost of all projectedoutstanding compensation awards. The Committees believeCompany believes that, over long periods of time, maximizing the Company'sits ROE will optimize Member returns.

        The Committees believeCompany also believes that the performance-based compensation for key employees should be payable in full only if the Companyit achieves superior returns for its Members. Therefore, the targettargets of many of White Mountains'its performance-based compensation programs are directly linked to achievement of ana stated annualized ROE at least equalROE. With respect to the market yield available from aCompany's 2003 annual bonus program, the target was set at 14% (1000 basis points over the over the applicable return on the ten-year United States Treasury note plus 700treasury). With respect to the Company's 2003 long-term incentive award program, the target was set at 11% (700 basis points.points over the over the applicable return on the ten-year United States treasury). The Committees believeCompany believes that this return isthese returns are a challenging target for the Company in its current form.

        Certain annual and long-term compensation awards at the Company's subsidiaries are not specifically tied to the attainment of a particular ROE. Alternatively, those awards are measured using goals that are pertinent to the subsidiary's overall business objectives which, if met, will allow the Company to achieve its ROE objectives.

        Compensation of White Mountains' management team, including the Named Executive Officers, consists primarily of three components: base salary, annual bonus and long-term incentive awards.

Human Resources Committee (which governed White Mountains' cash-based compensation programs for 2003).

        Base Salary.    Base salary for each Named Executive Officer is established annually, on or about March 1. When establishing the 2003 base salaries of the Named Executive Officers, the Human Resources Committee considersconsidered numerous factors including each Named Executive Officer's qualifications, corporate responsibilities, performance since their last salary adjustment and, except for the CEO, the recommendations of the CEO. The maximum salary is $400,000 except for officers who were grandfathered in their higher salaries when their organization was acquired. Those salaries have been frozen.

        Annual Bonus.    For 2002,2003, the target annual bonus pool for all the Named Executive Officers, except Mr. Fass, was equal to 50% of eligible base salary. Mr. Fass's target annual bonus pool for 20022003 was equal to 75% of his eligible base salary. When establishing the aggregate size of the 2003 annual bonus pool, the Human Resources Committee considersconsidered numerous factors including performance versus the objectives set forth in the Annual Business Plans of the Company, OneBeacon, WM Advisors and Folksamerica, in particular their respective financial performance for the latest fiscal year as measured by ROE or otherwise, and the recommendations of the CEO.

        After establishing the aggregate size of the 2003 annual bonus pool, the Human Resources Committee then considersconsidered the distribution of the bonus pool among the key employees. Each participant's allocation of the pool is determined after considering numerous factors including individual achievements as compared to objectives contained in the Annual Business Plans,annual business plans, the contribution of such achievements to the Company's overall financial performance and the recommendations of the CEO. The CEO receives an annual bonus equal to the average bonus percentage received by all officers eligible to participate in the bonus pool.

        The Human Resources Committee determined that the 2003 financial results of the Company (the basis for Mr. Kemp's bonus)Messrs. Barrette and OneBeacon (the basis for Messrs. Cavoores and Barrette'sFoy's bonus) warranted a bonus pool of 130%125% of target or 65%63% of eligible base salary. The principal factor considered by the Human Resources Committee in making this determination was the Company's 20022003 ROE performance which was determined to be 15.6%21%, as measured by its change in intrinsic value per Common Share during the period, versus a 12% target and OneBeacon's 2002 core trade ratio of 98% versus a target of 102%.14% target.

        The Human Resources Committee determined that the 2003 financial results of WM Advisors (the basis for one-half of Mr. Gillespie's bonus) warranted a bonus pool of 180% of target. The principal factor considered by the Human Resources Committee in making this determination was an 8.3% return on the Company's invested assets which was determined to be in well in excess of broadly accepted benchmarks. The other half of Mr. Gillespie's bonus is dependent upon the financial results of the Company which, as stated above, was determined to warrant a bonus pool of 125%. Based on the average of these two measures, Mr. Gillespie's bonus was determined to be 153% of target or 76% of his eligible base salary.

        The Human Resources Committee determined that the 2003 financial results of Folksamerica (the basis for Mr. Fass' bonus) warranted a bonus pool of 200% of target or 150% of his eligible base salary. The principal factor considered by the Human Resources Committee in making this determination was

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Folksamerica's 2002 ROE performance2003 pretax UROC which was determined to be 23%26%, as measured by Folksamerica's pretax return on standard capital, versus a target of 14%18%.

        The Human Resources Committee determined that the 2003 financial results of WM AdvisorsOneBeacon (the basis for one-half of Mr. Gillespie'sCavoores' bonus) warranted a bonus pool of 200%98% of target.target of which Mr. Cavoores received 50% of his eligible base salary. The principal factor considered by the Human Resources Committee in making this determination was WM Advisors' 2002 total investment return performance which was determined to be 11.4% which was viewed by the Committee as being an excellent result in lightOneBeacon's 2003 GAAP combined ratio of current market conditions. The other half98%, versus a target of Mr. Gillespie's bonus is dependent upon the financial results of the Company which, as stated above, was determined to warrant a bonus pool of 130% of target. Based on the average of these two measures, Mr. Gillespie's bonus pool was determined to be 165% of target or 82.5% of his eligible base salary.

        Historically, the CEO typically receives an annual bonus equal to the average bonus percentage received by all officers eligible to participate in the bonus pool. For 2002, Mr. Byrne's annual compensation was fixed at $100,000 and as such he did not receive a bonus.97%.

Robert P. Cochran, Chairman
Mark J. Byrne
Howard L. Clark, Jr.
George J. Gillespie, III
Gordon S. Macklin
Frank A. Olson
Joseph S. Steinberg
Arthur Zankel

Compensation CommitteeSub-Committee (which governed White Mountains' share-based compensation programs for 2003)

        Long-Term Incentive Awards.Overview.    The Incentive Plan provides for granting various types of share-based incentive awards including Restricted Shares, Options and performance shares to the Named Executive Officers and certain other key employees of the Company and its subsidiaries.

        Over the past several years, the Company has principally used performance shares in its long-term compensation plans. Performance shares are payable only upon completion of pre-defined business goals and are valued based on the market value of Common Shares at the time awards are earned. Performance shares awarded under the Incentive Plan are paid in cash but can be paid in Common Shares if the Board so determines.

        The Compensation CommitteeCompany believes that awards of performance shares are an attractive method of providing incentives for management to strive to maximize Member value over the long term.term which aligns the interests of management with those of the Company's Members. This belief is predicated on the following factors: (i) such awards are earned over multi-year periods; (ii) such awards are generally made in the form ofderive their value from Common Shares, which helps to align the interests of management with those of the Company's Members;Shares; and (iii) performance sharessuch awards are contingent upon the achievement of a specified ROE, or such other measures as may be selected in advance by the Compensation Committee, over the applicable performance period which further aligns the interests of managementperiod.

        Long-term incentive awards granted during 2003.    During 2003, Messrs. Barrette, Gillespie, Fass, Foy and the Company's Members.

        In 2002, Messrs. Byrne, Fass, Gillespie, Cavoores Barrette and Kemp were granted 13,000; 13,000; 5,000; 5,000; 15,000; 10,000; 15,000 and 2,0003,000 performance shares, respectively, by the Compensation Committee.Sub-Committee. The performance period for such awards began on January 1, 20022003 and will continue through December 31, 2004.2005.

        With respect to the 20022003 performance shares awarded to Messrs. Byrne,Barrette, Fass, Foy and Kemp,Cavoores, "Target" performance is the attainment of a ROE of 12% after tax which would result in such performance shares being fully earned ("Target")11%. At a ROE of 5%4% or less no such("Threshold") the percentage of performance shares wouldpayable will be

18

earned ("Threshold") 0% and at a ROE atof 21% or above 23%,more ("Maximum") the percentage of performance shares will become 200% of such performance shares would be earned ("Maximum").

target. With respect to 50% of the 2002 performance shares awarded to Messrs. Cavoores and Barrette, performance is the attainment of a 12% after tax ROE as previously described. With respect to the remaining 50% of the 2002 performance shares awarded to Messrs. Cavoores and Barrette, "Target" performance is the attainment of a Trade Ratio of 102% on OneBeacon's core insurance operations. At a Trade Ratio of 106% or more, no such performance shares would be earned ("Threshold") and at a Trade Ratio of 96% or less, 200% of such performance shares would be earned ("Maximum").

        With respect to 50% of the 20022003 performance shares awarded to Mr. Gillespie, "Target" performance is the attainment of a 12% after taxan 11% ROE, as previously described. With respect to the remainingdescribed above, and 50% of the 2002 performance shares awarded to Mr. Gillespie, "Target" performance is the attainment of a return on invested assets of 150 basis points over the applicable return on the ten-year United States treasury rate or 6.5%.rate. At a return on invested assets of 5%equal to or less no suchthan the applicable return on the ten-year United States treasury rate ("Threshold"), the percentage of performance shares wouldpayable will be earned ("Threshold")0% and at a return on invested assets of 8%325 basis points or more over the applicable return on the ten-year United States treasury rate ("Maximum"), the percentage of performance shares will become 200% of such performance shares would be earned ("Maximum").target.

        In 2002,        Mr. Fass was also granted a contingent cash award under the Folksamerica Holding Company, Inc. Long-Term Incentive Plan.Plan during 2003. The "Target" amount of this award was initially determined as 100% of Mr. Fass' eligible base salary (or $466,000) which is subsequently increased or decreased by Folksamerica's ROEUROC achieved during the performance period. With respect to this to award, "Target"

performance is the attainment of ana 14% ROE,pretax UROC, as measured by Folksamerica's pretax return on standard capital. At

        Mr. Cavoores was also granted a contingent cash award under the OneBeacon Performance Unit Plan during 2003. The "Target" amount of this award was initially determined as 10,000 Performance Units initially valued at $100 per unit (or $1,000,000) which is subsequently increased or decreased by OneBeacon's pretax ROE achieved during the performance period. With respect to this award, "Target" performance is the attainment of a combined ratio of 96%.

        Mr. Foy received a one-time grant of 3,000 Restricted Shares as an incentive to join the Company in April 2003. Mr. Foy's Restricted Shares are scheduled to vest in April 2006.

        No Options were granted during 2003.

        Long-term incentive awards earned during 2003.    Messrs. Barrette, Gillespie, Fass and Cavoores had, pursuant to a 2001 grant, 15,000, 15,000, 2,000 and 6,000 performance shares at Target, respectively, eligible for payout for the three-year performance share cycle ended December 31, 2003. Mr. Foy joined the Company during 2003 and was not awarded performance shares for the 2001 to 2003 performance share cycle.

        With respect to 50% of the 2001 performance shares awarded to Messrs. Barrette, Gillespie and Cavoores and 100% of the 2001 performance shares awarded to Mr. Fass, "Target" performance was predetermined to be the attainment of a Company ROE of 12.1% (at a ROE of 7%5.1% or less, the awardno such performance shares would not be earned ("Threshold") and at a ROE at or above 21%23%, 200% of the award would be earned ("Maximum").

        Messrs. Byrne, Fass, Gillespie, Cavoores, Barrette and Kemp had, pursuant to a 2000 grant, 10,000, 2,000, 0, 0, 10,000 and 2,000 performance shares eligible for payout, respectively, subject to the attainment of a 13% target ROE. At an ROE of 25% or greater, 200% of such performance shares would be earned. Duringearned).

        With respect to the 2000remaining 50% of the 2001 performance shares awarded to 2002Messrs. Barrette and Cavoores, "Target" performance period,was predetermined to be the Company attainedattainment of an ROEinsurance operations trade ratio of 27.8% calculated in accordance with105% (the "Trade Ratio") on OneBeacon's core insurance operations (at a Trade Ratio of 107% or more, no such performance shares would be earned and at a Trade Ratio of 101% or less, 200% of such performance shares would be earned).

        With respect to the Incentive Plan.remaining 50% of the 2001 performance shares awarded to Mr. Gillespie, "Target" performance was predetermined to be the attainment of a return on invested assets of 100 basis points over the applicable return on the two-year United States treasury bill (at an investment return equal to or less than the two-year treasury, no such performance shares would be earned and at an investment return equal to or greater than 200 basis points over the two-year treasury, 200% of such performance shares would be earned).

        In light of the excellent ROEresults attained during the performance period, the Compensation CommitteeSub-Committee determined that 200% of suchthe 2003 performance shares were fully earned in the following percentages: (i) those contingent on the Company's ROE were earned 93% based on an attained ROE of 11.6% versus a target of 12.1%, (ii) those contingent on OneBeacon's Trade Ratio were earned 200% based on an attained Trade Ratio of 98% versus a target of 105% and those contingent on WM Advisor's return on invested assets were earned 200% based on attained return on invested assets of 9.9% versus a target of 6.5%. As a result, Messrs. Barrette, Gillespie, Fass and Cavoores earned a total of 21,975, 21,975, 1,860 and 8,790 performance shares on February 24, 2003.25, 2004, respectively. The dollar value of such performance shares earned are included in the Summary Compensation Table.

        Mr. Fass also had, pursuant to a 20002001 grant, a contingent cash award under the Folksamerica Holding Company, Inc. Long-Term Incentive Plan. The "Target" amount of this award was initially determined as 100% of Mr. Fass' eligible base salary which iswas to be subsequently increased or decreased by Folksamerica's ROEUROC achieved during the performance period. With respect to this to award, "Target" performance iswas predetermined to be the attainment of a 14.7% ROE, as measured by Folksamerica's14% pretax return on standard capital.UROC. At a ROEUROC of 7.35%7% or less, the award would not be earned.earned and at a UROC of 21%, the award would be earned 200%. During the 2000-2002 2001-2003

performance cycle, Folksamerica attained an ROEa pretax UROC of 12.1%19%, as calculated in accordance with the Folksamerica Long-Term Incentive Plan, and as such the Compensation CommitteeSub-Committee determined that 65%176% of Mr. Fass' award, or $424,440,$1,352,612, was earned on February 24, 2003.25, 2004. This amount is included in the Summary Compensation Table.

        During 2002,2003, the Company repurchased 17,000, 4,000 and 2,500 Restricted Shares from Messrs. Barrette, Gillespie and Kemp 3,750 and 5,000 Restricted Shares,Fass, respectively, for $.01 per share and each were granted an amount equivalent to the market value of such Restricted Shares in various non-qualified deferred compensation plans of the

19

Company and its subsidiaries. The dollar value of the deferred compensation grant to Messrs. Barrette and Kemp is included in the Summary Compensation Table.Also during 2003, Mr. Cavoores' 1,500 Restricted Shares vested fully.

Robert P. Cochran, Chairman
Mark J. Byrne
Gordon S. Macklin
Frank A. Olson
Joseph S. Steinberg
Arthur Zankel

REPORT OF THE AUDIT COMMITTEE

        The primary purpose of the Audit Committee is to monitor the integrity of the Company's financial reporting process. The Board annually reviews the NYSE listing standards' definition of independence for audit committee members and has determined that each member of the Committee currently meets that standard.

        Management is responsible for the preparation, presentation and integrity of the Company's consolidated financial statements. The independent registered public accounting firm is responsible for performing an independent audit of the Company's consolidated financial statements and expressing an opinion on the conformity of those financial statements with GAAP.

        In connection with the audit of the Company's financial statements for the year ended December 31, 2002,2003, the Audit Committee has: (1) reviewed and discussed the audited financial statements with management; (2) reviewed and discussed the disclosures contained within the Annual Report on Form 10-K; (3) reviewed and discussed with the Independent Auditorindependent registered public accounting firm the matters required by Statement of Auditing Standards No. 61; and (4) reviewed and discussed with the Independent Auditorindependent registered public accounting firm the matters required by Independence Standards Board Statement No. 1.

        Based on these reviews and discussions, the Audit Committee has determined that the non-audit fees billed by the Independent Auditorindependent registered public accounting firm for services performed in 2003 and 2002 (as shown below) are compatible with maintaining their independence. Further, the Audit Committee has recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for filing with the SEC and for presentation to the Members at the 20032004 Annual Meeting.

        The Audit Committee has established a Charter which outlines its primary duties and responsibilities. The Audit Committee Charter, which has been approved by the Board, is reviewed at least annually and is updated as necessary. The Audit Committee Charter was furnished to the Company's Members in its 2001 Proxy Statement.is included herein as Exhibit A and is also available atwww.whitemountains.com.

        February 25, 2004

Howard L. Clark, Jr., Chairman
Frank A. Olson
Joseph S. Steinberg
Arthur Zankel

INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FEES BILLED BY THE COMPANY'S
INDEPENDENT AUDITOR FORAND SERVICES PERFORMED IN 2002

        The Audit Fees    AggregateCommittee, pursuant to its policy, pre-approves the scope and fees billed for all services performed by the 2002independent registered public accounting firm. Annually, the Audit Committee receives and pre-approves a written report from its independent registered public accounting firm describing the elements expected to be performed in the course of its audit of the Company's consolidatedfinancials. All other audit, audit-related and non audit-related services rendered by the independent registered public accounting firm also require pre-approval, which may be granted in accordance with the provisions of the policy either (a) at a meeting of the full Audit Committee, (b) on an interim basis by the Chairman of the Audit Committee, provided that the requested services are not expressly prohibited and are communicated to the Audit Committee at its next regularly scheduled meeting, or (c) on a per-project basis through specific compliance with pre-approved definitions of services that do not exceed per-project limits established by the Committee, provided that the Company's General Auditor makes a full report of all services pre-approved by the policy at the next regularly scheduled meeting of the Committee.

        It is the intent of the policy to assure that the independent registered public accounting firm's performance of audit, audit-related and non audit-related services are consistent with all applicable rules on auditor independence. As such, services expressly prohibited by the Audit Committee under its policy include bookkeeping or other services related to the accounting records or financial statements including quarterly reviews totalled $1,952,300.of the Company or its subsidiaries; financial information systems design and implementation; appraisal and valuation services, fairness opinions; contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions; human resources; broker-dealer, investment advisor or investment banking services; legal services; and expert services unrelated to the audit.

        Financial Information Systems Design and Implementation Fees    No such services were performed during 2002.

        All Other Fees    Aggregate fees billed for all other services performed by the Company's independent registered public accounting firm during 2003 were pre-approved by the Audit Committee pursuant to the policy described above.

        The services performed by PricewaterhouseCoopers LLP in 2003 and 2002 totaled $4,565,700. These fees related primarily to: i) tax complianceare described below. PricewaterhouseCoopers LLP does not provide any services to the Company prohibited under applicable laws and regulations, such as financial information systems design and implementation. From time to time, PricewaterhouseCoopers LLP may perform permissible consulting services for existing companiesthe Company, provided they have been pre-approved in accordance with the policy described above. To the extent consulting services are provided by PricewaterhouseCoopers LLP, they are closely monitored and consultingcontrolled by both management and the Audit Committee to ensure that their nature and extent do not interfere with the independence of PricewaterhouseCoopers LLP. The independence of PricewaterhouseCoopers LLP also is considered annually by the Audit Committee.

        The following table sets forth the approximate aggregate fees billed by the Company's independent registered public accounting firm for professional services provided in 2003 and 2002:

(2)

The fees in this category were for professional services rendered in connection with (i) consultations concerning financial accounting and reporting standards of transactions or events, (ii) internal control reviews, (iii) employee benefit plan audits and (iv) due diligence services.

(3)

The fees in this category were for professional services rendered in connection with tax strategy assistance and tax structuring services related to acquisition activities, ii) audit services related to capital raising activities and statutory reporting requirements and iii)compliance services.

(4)

The fees in this category were for non-financial information systems technology consulting. Of these fees, $1,658,400 related to services provided by PwCPricewaterhouseCoopers Consulting prior to the sale of this division to IBM on October 1, 2002. The services provided by PwCPricewaterhouseCoopers Consulting related to various non-financial information systems technology consulting projects.

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MEMBER RETURN GRAPH

        The following graph shows the five-year cumulative total return for a Member who invested $100 in Common Shares (NYSE symbol "WTM") as of January 1, 1998,1999, assuming re-investment of dividends. Cumulative returns for the five-year period ended December 31, 20022003 are also shown for the Standard & Poor's 500 Stocks (Property & Casualty) Capitalization Weighted Index ("S&P P&C") and the Standard & Poor's 500 Stocks Capitalization Weighted Index ("S&P 500") for comparison.

        As stated herein, White Mountains' various compensation plans are based on its growth in its intrinsic value which is believed to be a conservative proxy for its intrinsic business value. The Company's long-term goal is to maximize its intrinsic business value per Common Share which will, in turn, affect its market value per Common Share.

Five-Year Cumulative Total Return

(value of $100 invested January 1, 1999)

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COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
IN COMPENSATION DECISIONS

        The Company notes certain relationships and transactions pertaining to Messrs. Clark, George Gillespie and Zankel who arewere Members of either the Compensationformer Human Resources Committee and/or the Human Resources Committee.former Compensation Sub-Committee through February 25, 2004. See "Certain Relationships and Related Transactions."

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

        Pursuant to SEC rules relating to the reporting of changes in beneficial ownership of Common Shares, the Executive Officers, Directors and greater than 10% Members are believed to have filed all reports required under Section 16 on a timely basis during 2002.2003 except for Mr. Barrette, however, filed an amendedCavoores who was late in filing a Form 5 on March 27, 20034 relating to December 2000 reporting a gifthis purchase of 385100 Common Shares in December 2000.on June 5, 2003.

PROPOSAL 2

ELECTION OF DIRECTORS OF FUND AMERICAN RESIRIUS INTERNATIONAL INSURANCE CORPORATION ("SIRIUS INTERNATIONAL")

        Bye-law 77 of the Company provides that the boardsboard of directors of any wholly-owned operating subsidiary of the Company incorporated under the laws of Bermuda such as Fund American Re, or any other company designated by the Board, such as Sirius International, be elected by the Company's Members.

        Proposal 2 calls for the election of Messrs. Barrette,Lars Ek (Executive Vice President and Group Chief Financial Officer of Sirius International), Fass, Anders Henriksson (PresidentGert Lindberg (by appointment of Fund American Re)the Swedish Supervisory Authority) and Ms. Sheila E. NicollGoran Thorstensson (President and Chief Executive OfficerCEO of Olympus Re Holdings, Ltd., a reinsurance company organised under the laws of Bermuda)Sirius International) to the board of directors of Fund American Re. The proposal also calls for the election of Ms. Elinor M. Lucas (an associate of Conyers, Dill & Pearman, the Company's Bermuda counsel) as an alternate to any one or more of the directors of Fund American Re.Sirius International.

        Messrs. Barrette,Ek, Fass and Henriksson and Ms. LucasThorstensson will not receive any compensation for their services as a director of Fund American Re. Ms. NicollSirius International. Mr. Lindberg is expected to receive an annual director retainer of $5,000. BiographicalSEK 60,000 (approximately $8,000 as of the date of this report). Additional biographical information relating to Messrs. Barrette andMr. Fass is presented under Proposal 1 "Election of the Company's Directors."

        The Board recommends a vote FOR Proposal 2 which calls for the election of the director nominees of Sirius International.

PROPOSAL 3

ELECTION OF DIRECTORS OF FUND AMERICAN REINSURANCE COMPANY, LTD. ("FUND AMERICAN RE") AND SCANDINAVIAN REINSURANCE COMPANY LTD. ("SCANDINAVIAN RE")

        Bye-law 77 of the Company provides that the board of directors of any wholly-owned operating subsidiary of the Company incorporated under the laws of Bermuda, such as Fund American Re and Scandinavian Re, or any other company designated by the Board, be elected by the Company's Members.

        Proposal 3 calls for the election of Messrs. Fass, Anders Henriksson (President of Fund American Re), Mark Kaplen (President and CEO of Scandinavian Re), Michael E. Maloney (Managing Director of White Mountains Re), Goran Thorstensson (President and CEO of Sirius International) and Michael E. Tyburski (Managing Director of White Mountains Re) to the boards of directors of Fund American Re and Scandinavian Re.

        Messrs. Fass, Henriksson, Kaplen, Maloney, Thorstensson and Tyburski will not receive any compensation for their services as a director of Fund American Re and Scandinavian Re. Additional biographical information relating to Mr. Fass is presented under Proposal 1 "Election of the Company's Directors."

The Board recommends a vote FOR Proposal 3 which calls for the election of the director nominees of Fund American Re and Scandinavian Re.

PROPOSAL 34

ELECTION OF DIRECTORS TO ANY NEW NON-UNITED STATES OPERATING SUBSIDIARIES

        Bye-law 77 of the Company provides that the boards of directors of any wholly-owned operating subsidiary of the Company which is incorporated under the laws of Bermuda, or any other company designated by the Board, be elected by the Company's Members.

        Proposal 34 calls for the election of Messrs. Barrette and Fass to the board of directors of any wholly-owned, non-U.S. operating subsidiary that may be formed by the Company in the future. Messrs. Barrette and Fass will not receive any compensation for their services as a director of any newly-formed, non-U.S.such company. Biographical information relating to Messrs. Barrette and Fass is presented under Proposal 1 "Election of the Company's Directors."

        The Board recommends a vote FOR Proposal 34 which calls for the election of Messrs. Barrette and Fass to the board of directors of any new non-United States operating subsidiaries.

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PROPOSAL 4

ISSUANCE OF COMMON SHARES UPON CONVERSION OF CONVERTIBLE PREFERENCE SHARES

Background

        On October 24, 2002, White Mountains sold $200 million in convertible preference shares (the "Convertible Preference Shares") in a private transaction to Franklin, an existing Member (see page 8). The Convertible Preference Shares are to be repurchased and cancelled by the Company in consideration of 677,966 Common Shares upon approval of this proposal.

        White Mountains used the proceeds from the sale of Convertible Preference Shares to partially repay, on November 29, 2002, a $260 million Seller Note (the "Seller Note") that was issued in connection with White Mountains' 2001 acquisition of OneBeacon. Under Bermuda law and the Company's Bye-laws, the issuance of the Convertible Preference Shares to repay the Seller Note did not require Member approval.

        In contemplation of the repayment of the Seller Note, it was White Mountains' desire to issue, and Franklin's preference to receive Common Shares as part of the financing activities. However, the New York Stock Exchange, Inc. (the "Exchange"), which lists the Common Shares, requires Member approval for the issuance of listed shares in a private transaction under the circumstances of such issuance.

        In evaluating the issuance of the Convertible Preference Shares, the Board determined that it was in your interest, as Members of the Company, to repay the Seller Note in full with cash, as opposed to Common Shares valued at $245.00 per share pursuant to the terms of the Note Purchase Option Agreement which governed the Seller Note. Under a capital structure devised by the Company, the Convertible Preference Shares, convertible into 677,966 Common Shares upon Member approval, were issued to Franklin in lieu of Common Shares. The Board would not have authorized the issuance of the Convertible Preference Shares if it had not believed the issuance of such securities in such circumstances was in the interest of the Company and its Members.

        The Company agreed to seek Member approval for the issuance of Common Shares upon the repurchase and cancellation of the Convertible Preference Shares at the 2003 Annual Meeting. Approval by a majority of the votes cast on this proposal will be required to approve the issuance,provided that a quorum is present, in person or by proxy, at the 2003 Annual Meeting. The principal terms of the Convertible Preference Shares appear at the end of this proposal.

        The Seller Note was repaid in full on November 29, 2002 and, accordingly, this proposal will have no effect on that transaction.

Consequences of the Vote

        Upon approval of this proposal, each Convertible Preference Share will be repurchased and cancelled by the Company in consideration of the issuance of one Common Share (the "Conversion"). Assuming Conversion, the number of outstanding Common Shares at March 21, 2003 would increase by approximately 8.1%.

        If the required affirmative vote by the members is not obtained, the Convertible Preference Shares will remain outstanding in accordance with their respective current terms. Those terms, as described below, provide that if the Members of the Company have not voted to approve the Conversion by March 31, 2005, Franklin will have the right to receive cash, at the then market value of Common Shares, in lieu of Common Shares upon any Conversion.

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Reasons for the Board's Recommendation

        The Board believes that the Conversion benefits existing members for the following reasons: (i) Conversion eliminates the liquidation preference holders of Convertible Preference Shares have over holders of Common Shares; (ii) Conversion eliminates the dividend requirement of $2.95 annually per Convertible Preference Share; (iii) disapproval of the Conversion does not benefit holders of Common Shares as the Convertible Preference Shares derive the same economic benefit from any increase in the value of the Company's Common Shares; and (iv) although the Convertible Preference Shares do not enjoy general voting rights, the Board believes that this voting disadvantage is balanced by the special voting rights described below. The Board does recognize that the Convertible Preference Shares are not listed on the Exchange and have no established market. As such they may be less liquid than Common Shares; however, this possible difference is not likely to produce a benefit for holders of Common Shares since they can be redeemed for cash after March 31, 2005 in their current form.

        As described above, absent Member approval, the Company may be required to pay cash for any Convertible Preference Shares Converted after March 31, 2005 at the then market value of the Company's Common Shares, or upon the redemption of the Convertible Preference Shares on October 31, 2012 at $295.00 per share. Conversions or redemptions for cash could create a strain on the Company's cash resources which could, in turn, hinder the payment of cash dividends to holders of Common Shares. Further, if the Company were to borrow additional monies for such redemptions, the Company's debt to equity ratio could increase to a level higher than the Company prefers to operate. Finally, any cash used to convert or redeem the Convertible Preference Shares would not be available for other corporate purposes.

Convertible Preference Shares

        The following summarizes the principal features of the Convertible Preference Shares:

        Dividends.    Holders of Convertible Preference Shares, when and as declared by the Board out of the net profits or net assets of the Company legally available for payment under Bermuda Law, are entitled to receive cumulative dividends payable in cash at the annual rate of $2.95 per share, payable semi-annually beginning on December 31, 2002. Past due and unpaid dividends will accrue an additional dividend at an annual rate of 1% compounded each year. The Company will not declare or pay dividends on its Common Shares as long as dividends on the Convertible Preference Shares are past due and unpaid.

        Conversion.    Upon receipt of Member approval, Conversion will occur at a conversion price of $295.00 per share, subject to certain standard anti-dilution adjustments for issuances of and distributions on Common Shares. The conversion price represents a $30 discount to the closing market price for the Common Shares on October 23, 2002, the day Franklin committed to purchase such shares. After March 31, 2005, and absent Member approval, each Convertible Preference Share is convertible into cash equal to the then fair market value of each Common Share.

        Redemption.    Any Convertible Preference Shares outstanding on October 31, 2012 will be redeemed by the Company for $295.00 in cash per share, plus all accrued dividends as of such date.

        Voting.    The holders of the Convertible Preference Shares have no voting rights except for any voting rights provided in the Company's Bye-laws or required by the Companies Act 1981. In addition, the Company shall not amend, alter or repeal its Memorandum of Continuance, Bye-laws or the terms and conditions of the Convertible Preference Shares in a manner that adversely affects the rights of the Convertible Preference Shares or increases the authorized number of Convertible Preference Shares without first obtaining the consent or approval of at least two-thirds of the then-outstanding Convertible Preference Shares.

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        Liquidation.    In the event of any liquidation, dissolution, or winding up of the Company, holders of the Convertible Preference Shares are entitled to receive payment of $50.00 per share plus all accrued dividends before any distribution is made to holders of Common Shares.

        Restrictions on Transfer.    Convertible Preference Shares can only be transferred, except to the extent required by applicable law, (i) with the prior written consent of the Company, which consent shall not be unreasonably withheld, (ii) by any initial holder to one of its affiliates or (iii) to the Company or any initial holder of Convertible Preference Shares. The Convertible Preference Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to any citizen or resident of the United States in absence of a valid registration of the Securities Act of 1933 except in reliance on an exemption from the registration requirements. Additionally, transfers of Convertible Preference Shares may also be subject to approval of the Bermuda Monetary Authority.

        Registration Rights.    Subject to certain limitations, holders of the Convertible Preference Shares are entitled to demand registration rights and piggyback rights for the registration of the Common Shares issued upon Conversion.

The Board recommends a vote FOR Proposal 4 approving the issuance of additional Common Shares upon conversion of Convertible Preference Shares.

PROPOSAL 5

TECHNICAL AMENDMENTS TO THE LONG-TERM INCENTIVE PLAN

        Members are being asked to approve certain technical amendments to the Company's Long-Term Incentive Plan at the 2003 Annual Meeting. The proposed amendments do not increase the number of Common Shares that may be issued under the Incentive Plan in the future. The Incentive Plan was adopted by the Board and approved by the Company's sole shareholder in 1985 and subsequently amended by its shareholders in 1995 and by its Members in 2001. On February 24, 2003, the Compensation Committee approved, subject to the approval of the Company's Members, a series of technical amendments to the Incentive Plan to: (i) create a currency, known as performance units, that is able to track the growth in value of a particular business unit, such as a subsidiary of the Company, (ii) to impose an annual limit on the number of performance shares that can be granted in a given year to any one individual and (iii) to include the Company's measure of intrinsic value per share as an additional performance objective.

Background

        The Company believes that long-term compensation should be based on "pay for performance" and further believes that management should act as if they were owners. With these objectives in mind, the Committee believes that the proposed amendments to the Incentive Plan will allow the Company to continue to closely align the financial interests of management with those of the Company's Members. This summary of the material terms of the Incentive Plan is qualified in its entirety by reference to Appendix I attached to this Proxy Statement.

Description of the Incentive Plan

        Awards.    As amended, the Incentive Plan provides for the grant of performance shares, performance units, options, stock appreciation rights and shares of restricted stock.

        Administration.    The Compensation Committee of the Company's Board of Directors administers the Incentive Plan and has the authority to select employees to receive awards under the Incentive Plan, determine the type, size and terms of awards granted under the Incentive Plan, interpret the

25

Incentive Plan and related awards and establish, amend and rescind rules and regulations relating to the Incentive Plan.

        Shares.    As approved by the Board and the Company's Members in 2001, a maximum of 300,000 Common Shares, par value $1.00 (subject to adjustment as provided in the Incentive Plan), may be issued under the Incentive Plan. The proposed amendments do not increase the number of Common Shares that may be issued under the Incentive Plan in the future. As of December 31, 2002, 234,000 Common Shares were still available for issuance under the Incentive Plan. As of the close of trading on March 21, 2003, the value of a Common Share was $339.50.

        Eligibility.    Any key employee of the Company or any of its subsidiaries designated by the Compensation Committee is eligible to receive an award under the Incentive Plan. As of the date of this Proxy Statement, the Company believes the number of key employees of the Company and its subsidiaries is approximately twenty.

        Performance Shares and Performance Units.    Performance shares are awards of phantom shares of the Company's Common Shares, some or all of which are earned if performance goals established by the Compensation Committee at the time of grant are satisfied over a specified award period. The value earned by an employee pursuant to an award of performance shares is generally equal to the number of award shares earned with respect to the award period multiplied by the fair market value of a Common Share on the date of payment. Performance shares are typically paid in cash, though they may be paid in Common Shares at the election of the Compensation Committee. The maximum amount of compensation that can be earned by an employee pursuant to an award of performance shares with respect to any particular award period of one year or more cannot exceed the value of 50,000 Common Shares.

        As amended, the Incentive Plan also provides for the grant of performance units. Performance units are awards of phantom units that are paid out if performance goals established by the Compensation Committee at the time of grant are satisfied over a specified award period. The value earned by an employee pursuant to an award of performance units is equal to the number of performance units earned over the award period multiplied by the unit value determined by the Compensation Committee, which is $100 increased by the percentage growth in value of the Company, any of its subsidiaries or any combination thereof over the award period. The maximum amount of compensation that can be earned by an employee with respect to an award of performance units during any award period of three years or more cannot exceed $10,000,000. This limit on the amount of compensation that can be earned with respect to performance units is prorated for award periods of less than three years.

        Awards of performance shares and performance units are forfeited if any employee terminates employment with the Company and its subsidiaries prior to the end of the award period for any reason other than death, disability or retirement.

        The performance goals that may be selected by the Compensation Committee with respect to performance share and performance unit awards are based upon one or more of the following criteria: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per share; (v) book value per share; (vi) return on shareholders' equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) share price; (xi) combined ratio; (xii) operating ratio; (xiii) profitability of an identifiable business unit or product; (xiv) maintenance or improvement of profit margins; (xv) market share; (xvi) revenues or sales; (xvii) costs; (xviii) cash flow; (xix) working capital; (xx) return on assets; (xxi) customer satisfaction; (xxii) employee satisfaction; and (xxiii) economic value per share (computed based on book value per share determined in accordance with generally accepted accounting principles ("GAAP") adjusted for changes in the intrinsic value of

26

assets and liabilities whose value differs from their GAAP carrying value). The foregoing criteria may, as determined by the Compensation Committee, relate to the Company, one or more of its subsidiaries or divisions, units, partnerships, joint ventures, minority investments, product lines or products, or any combination of the foregoing and may be applied on an absolute basis and/or be relative to one or more peer companies or indices or any combination thereof. At the time of an award of performance shares or performance units, the Compensation Committee establishes specific performance objectives that must be achieved with respect to the selected performance goal over the specified award period to earn some or all of a performance share or performance unit award. The Compensation Committee may calculate the relevant performance objective without regard to extraordinary items.

        The Compensation Committee may settle performance share or performance unit awards earned by an employee in cash or Common Shares and may elect to defer any such settlement to a later date.

        Options and Stock Appreciation Rights.    Options granted under the Incentive Plan may be non-qualified options or incentive stock options and are granted to eligible employees for no consideration. Options may be granted in tandem with stock appreciation rights or performance shares. An employee cannot receive options and stock appreciation rights on more than 10,000 Common Shares during any one year.

        The exercise price of each Common Share covered by an option will be not less than the greater of the fair market value of a Common Share as of the date the option is granted or the par value of a Common Share, provided that the exercise price of each Common Share of an incentive share option granted to certain employees with large shareholdings in the Company cannot be less than 110% of the fair market value of a Common Share on the date the option is granted. Each option becomes vested and exercisable at such times and subject to such terms and conditions as the Compensation Committee may, in its sole discretion, specify in the option agreement. Except in the event of an optionholder's death, disability or retirement or except as determined by the Board, each option will expire immediately, without any payment, upon the earlier of (1) the tenth anniversary of the option's grant date and (2) three months after the holder's termination of employment. Common Shares will not be delivered pursuant to an option's exercise until the optionholder pays the exercise price in full. Payment of the exercise price may be made in cash or check, by exchanging Common Shares owned by the optionholder or a combination of these methods.

        There are no federal tax consequences to optionholders, the Company or its subsidiaries in connection with the grant of an option. Upon the exercise of non-qualified options, optionholders will generally be subject to federal taxation on the aggregate difference in value between the option exercise price and the fair market value of the Common Shares with respect to which the option is exercised. That amount should be deductible for federal tax purposes with respect to employees of subsidiaries of the Company that are incorporated in the United States. A holder of an incentive stock option is generally not subject to federal taxation, and the Company and its subsidiaries are generally not entitled to a deduction, upon its exercise if the Common Shares obtained upon exercise are held for a specified period of time. Because the Company is incorporated in Bermuda, it cannot take a federal tax deduction for options exercised by its employees.

        Options on a total of 81,000 Common Shares have been granted under the Incentive Plan, all of which were issued in a one-time award in February 2000. The outstanding Options were granted at an exercise price equal to the underlying market value of Common Shares on the date of grant and vest 10% per year through 2009. The exercise price escalates on a straight-line basis by 6% per annum over the ten-year life of the options. Those options were granted to employees of the Company and its subsidiaries as follows: Raymond Barrette, President and Chief Executive Officer of the Company, 9,000; Steven E. Fass, President and Chief Executive Officer of Folksamerica, 9,000; David Staples, 9,000; Reid Campbell, 9,000; Kernan Oberting, 9,000; Michael Paquette, 9,000; Michael Tyburski, 9,000; and all other employees of the Company and its subsidiaries as a group, 18,000. As of March 21, 2003,

27

options on 56,265 Common Shares were still outstanding, options on 17,535 Common Shares have been exercised and options on 7,200 Common Shares have been forfeited.

        Stock appreciation rights can only be granted in tandem with options and give the holder the right to receive, in exchange for the cancellation of the option on the number of Common Shares with respect to which the stock appreciation right is exercised, a payment in an amount equal to the aggregate difference between the applicable exercise price and the fair market value of Common Shares with respect to which the right is exercised (which for this purpose only cannot exceed 150% of the applicable exercise price). Stock appreciation rights may be settled in cash or Common Shares.

        Restricted Stock.    The Compensation Committee may award shares of restricted stock, which are Common Shares that may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during a period designated by the Compensation Committee (the "restricted period"). The Company may purchase the Common Shares subject to an award of Restricted Stock at any price specified by the Compensation Committee at the time of grant if the holder's employment with the Company terminates before the end of the applicable restricted period for a reason other than death, disability or, in the discretion of the Board, retirement or other voluntary termination.

        Change in Control.    In the event of an "unfriendly change in control" (as defined in the Incentive Plan), all options generally become immediately vested and exercisable.

        In the event of certain terminations of an employee's employment with the Company or certain adverse changes to the Incentive Plan, in each case within 24 months of a "change in control" (as defined in the Incentive Plan), all options held by the employee immediately vest and become exercisable, awards of restricted stock held by the employee immediately vest and become unrestricted and the employee becomes entitled to a payment (as specified in the Incentive Plan) with respect to performance share or performance unit awards granted prior to the change in control.

        Certain Transactions.    The Compensation Committee may make equitable changes in the terms of outstanding awards granted under the Incentive Plan or in the number of Common Shares issuable under an award or under the Incentive Plan in the event of any change in the Company's outstanding Common Shares by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination or exchange of Common Shares or other similar event.

        Amendment.    The Board may amend the Incentive Plan at any time, but no such amendment may, without the approval of the Company's Members (except as described in Certain Transactions, above) increase the number of Common Shares that may be issued under the Incentive Plan or change the class of employees eligible to participate in the Incentive Plan.

        Limitation on Company's Deduction.    Under Section 162(m) of the Code, the federal tax deduction for subsidiaries of the Company that are incorporated in the United States for all compensation paid to the Company's chief executive officer and certain other highly paid executive officers of the Company or its subsidiaries in any one year is limited to $1,000,000 per officer. Compensation that qualifies as performance-based compensation is exempt from this deduction limitation. White Mountains believes that the federal tax deductions arising from an officer's exercise of options or stock appreciation rights and amounts earned by an officer pursuant to performance share or performance unit awards should be exempt from this limitation. However, it is possible that in certain circumstances deductions arising from these awards would be subject to disallowance under Section 162(m) of the Code.

        A complete copy of the Incentive Plan, reflecting the proposed amendments thereto, has been provided herein as Appendix I.The Board recommends a vote FOR Proposal 5 which calls for approval of the technical amendments to the Incentive Plan.

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PROPOSAL 6

APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORREGISTERED PUBLIC ACCOUNTING FIRM

        Subject to Member approval, the Audit Committee of the Board has appointed PricewaterhouseCoopers LLP ("PwC") as White Mountains' Independent Auditorthe Company's independent registered public accounting firm for 2003.2004. Further, Members are being asked to authorize the Board, acting through the Audit Committee to negotiate and fix the remuneration to be paid to PwCPricewaterhouseCoopers LLP in connection with the services to be provided to the Company for 2003.2004. Representatives from PwCPricewaterhouseCoopers LLP will attend the 20032004 Annual Meeting, will be provided with the opportunity to make a statement and will be available to answer appropriate questions.

        PwCPricewaterhouseCoopers LLP has served as the Company's Independent Auditorindependent registered public accounting firm for three4 years, as Folksamerica's Independent Auditorindependent registered public accounting firm for more than 20 years, and as OneBeacon's Independent Auditorindependent registered public accounting firm for more than 25 years.

        The Board recommends a vote FOR Proposal 65 approving the appointment of PwCPricewaterhouseCoopers LLP as White Mountains'the Company's Independent AuditorRegistered Public Accounting Firm for 2003.2004.

OTHER MATTERS

Manner of Voting Proxies

        Common Shares represented by all valid proxies received will be voted in the manner specified in the proxies. Where specific choices are not indicated, the Common Shares represented by all valid proxies received will be voted FOR each of the proposals named earlier in this Proxy Statement.

        In the case of Common Shares held in employee benefit plans, the trustee will typically vote all Common Shares within such plans in direct proportion to those Common Shares actually voted by plan participants.

Should any matter not described above be acted upon at the meeting, the persons named in the proxy card will vote in accordance with their judgment. The Board knows of no other matters which are to be considered at the 20032004 Annual Meeting.

Votes Required for Approval

        Unless indicated otherwise above, theThe proposals require the affirmative vote of a majority of the voting power held by holders of Common Shares present at the 20032004 Annual General Meeting, in person or by proxy, provided a quorum is present.

Inspectors of Election

        EquiServe Trust Company, N.A., P.O. Box 43069, Providence, Rhode Island 02940-3069, has been appointed as Inspectors of Election for the 20032004 Annual Meeting. Representatives of EquiServe will attend the 20032004 Annual Meeting to receive votes and ballots, supervise the counting and tabulating of all votes and ballots and determine the results of the vote.

Costs of Solicitation

        The solicitation of proxies will be made primarily by mail, however, directors, officers, employees and agents of the Company may also solicit proxies by telephone, telegram or personal interview. Solicitation costs will be paid by the Company. Upon request, the Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding proxy materials to their principals.

Delivery of Documents to Shareholders Sharing an Address

        The Company may have delivered only one copy of this document to two or more shareholders who share an address. Those shareholders who desire additional copies of this document or would like to receive separate copies of this document in the future should contact their bank, broker or other holder of record or the Corporate Secretary at the address presented under "Available Information" below.

Communicating with the Board

        Members, employees and others interested in communicating directly with the Board or any of the Board's committees should write to the addressee, c/o the Corporate Secretary, at the address presented under "Available Information" below.

Available Information

        The Company is subject to the informational reporting requirements of the Exchange Act of 1934. In accordance therewith, the Company files reports, proxy statements and other information with the SEC.The Company will provide to any Member, upon request and without charge, copies of all

29

documents (excluding exhibits unless specifically requested) filed by the Company with the SEC. Written or telephone requests should be directed to the Corporate Secretary, White Mountains Insurance Group, Ltd., 80 South Main Street, Hanover, New Hampshire, 03755, telephone number (603) 640-2200. Additionally, all such documents are physically available at the Company's registered office at Clarendon House, 2 Church Street, Hamilton, HM 11 Bermuda and are available for viewing atwww.whitemountains.comshortly after such material is electronically filed with or furnished to the SEC.

Offices of the Company

        The Company's headquarters is located at Crawford House, 23 ChurchThe Bank of Butterfield Building, 42 Reid Street, 6^th Floor, Hamilton, HM 11,12, Bermuda, (with a mailing address of 12 Church Street, Suite 322, Hamilton HM 11, Bermuda), its principal executive office is located at 80 South Main Street, Hanover, New Hampshire, 03755, and its registered office is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda.

Proposals by Members for the 20042005 Annual Meeting of Members

        Member proposals (other than those proposals to nominate persons as directors)nominating director candidates for which the procedures are outlined on page 7) must be received in writing by the Secretary of the Company no later than December 11, 20036, 2004 and must comply with the requirements of the SEC in order to be considered for inclusion in the Company's proxy statement relating to the Annual Meeting to be held in 2004.2005.

By Order of the Board of Directors,

Dennis P. Beaulieu, Corporate Secretary
April 7, 2003August 30, 2004

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Appendix IExhibit A

White Mountains
Long-Term
Incentive Plan
(as amended) Insurance Group, Ltd.

1.    PURPOSEAudit Committee Charter

I.     Purpose

The purpose of the White Mountains Long-Term Incentive PlanAudit Committee (the "Plan""Committee") is to advanceappointed by the interestsBoard of Directors (the "Board") of White Mountains Insurance Group, Ltd. (the "Company") and its stockholders by providing long-term incentives to certain key executives of the Company and of its subsidiaries.

2.    ADMINISTRATION

        The Plan shall be administered by the Compensation Committee (the "Committee") ofassist the Board of Directors (the "Board") ofin fulfilling its oversight responsibilities to the Company. No memberCompany's Members and the other important constituencies the Board serves.

The primary purposes of the Committee shall be an employeeare to:

•

Assist Board oversight of:



•

the integrity of the Company or a subsidiaryCompany's financial statements



•

the qualifications and independence of the Company or shall have been eligible within one year prior to his appointment to receive awards under independent auditors



•

the Plan ("Awards") or to receive awards under any other planperformance of the Company or its subsidiaries under which participants are entitled to acquire stock, stock options or stock appreciation rightsinternal audit function and the independent auditors



•

the Company's compliance with legal and regulatory requirements



•

Provide an avenue of communication among the independent auditors, management, the internal auditors and the Board



•

Prepare the audit committee report required by the rules of the Company or any of its subsidiaries.

        The Committee shall have exclusive authority to select the employeesSecurities and Exchange Commission ("SEC") to be granted Awards, to determineincluded in the type, size and terms of the Awards and to prescribe the form of the instruments embodying Awards. annual proxy statement

II.    Membership

The Committee shall be authorized to interpretcomprised of no less than three directors, the Plan and the Awards granted under the Plan, to establish, amend and rescind any rules and regulations relating to the Plan and to make any other determinations which it believes necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent the Committee deems desirable to carry it into effect. Any decision of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. The Committee may act only by a majority of its members in office, except that the members thereof may authorize any one or more of theirexact number or any officer of the Company to execute and deliver documents on behalf of the Committee. No member of the Company shall be liable for anything done or omitted to be done by him or by any other member of the Committee in connection with the Plan, except for his own willful misconduct or as expressly provided by statute.

3.    PARTICIPATING SUBSIDIARIES

        If a subsidiary of the Company wishes to participate in the Plan and its participation shall have been approved by the Board, the Board of Directors of the subsidiary shall adopt a resolution in form and substance satisfactory to the Committee authorizing participation by the subsidiary in the Plan. As used herein, "subsidiary" shall mean a "subsidiary corporation" as defined in Section 424 (f) of the Internal Revenue Code of 1986, as amended (the "Code").

        A subsidiary may cease to participate in the Plan at any time by action of the Board or by action of the Board of Directors of such subsidiary, which latter action shall be effective not earlier than the date of delivery to the Secretary of the Company of a certified copy of a resolution of the subsidiary's Board of Directors taking such action. Termination of participation in the Plan shall not relieve a subsidiary of any obligations theretofore incurred by it under the Plan.

4.    AWARDS

(a)

Type of Awards. Awards shall be limited to the following five types: (i) "Stock Options," (ii) "Stock Appreciation Rights", (iii) "Restricted Stock", (iv) "Performance Shares" and (v) "Performance Units." Stock Options, which include "Incentive Stock Options" and other stock options or combinations thereof, are rights to purchase shares of Common Stock of the

---

Company having a par value of $1.00 per shares ("Shares"). A Stock Appreciation Right is a right to receive, without payment to the Company, cash and/or Shares in lieu of the purchase of Shares under the Stock Option to which the Stock Appreciation Right relates.

(b)

Maximum Number of Shares That May Be Issued. A maximum of [300,000] Shares,(1) subject to adjustment as provided in paragraph 14, may be issued under the Plan. For purposes of the foregoing, the exercise of a Stock Appreciation Right shall constitute the issuance of Shares equal to the Shares covered by the related Stock Option. If any Shares issued as Restricted Stock shall be repurchased pursuant to the Company's option described in paragraph 6 below, or if any Shares issued under the Plan shall be reacquired pursuant to restrictions imposed at the time of issuance, such Shares may again be issued under the Plan.

---

(1)  Actual number will be the number of Shares remaining in inventory at the time the LTIP is submitted to shareholders.

(c)

Rights With Respect to Shares.



(i)

An employee to whom Restricted Stock has been issued shall have prior to the expiration of the Restricted Period or the earlier repurchase of such Shares as herein provided, ownership of such Shares, including the right to vote the same and to receive dividends thereon, subject, however, to the options, restrictions and limitations imposed thereon pursuant hereto.



(ii)

An employee to whom Stock Options, Stock Appreciation Rights or Performance Shares are granted (and any person succeeding to such employee's rights pursuant to the Plan) shall have no rights as a shareholder with respect to any Shares issuable pursuant thereto until the date of the issuance of a stock certificate (whether or not delivered) therefor. Except as provided in paragraph 15, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) the record date for which is prior to the date such stock certificate is issued.



(iii)

The Company, in its discretion, may hold custody during the Restricted Period of any Shares of Restricted Stock.

5.    STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

        The Committee may grant Stock Options (including, in its discretion, Stock Appreciation Rights) either alone or, as provided in paragraph 7, in conjunction with Performance Shares. A maximum of 10,000 Stock Options and Stock Appreciation Rights (not including Stock Appreciation Rights attached to Stock Options) may be issued in one year to an employee. Each Stock Option shall comply with the following terms and conditions:

(a)

The exercise price shall not be less than the greater of (i) the fair market value of the Shares subject to such Stock Option at the time of grant, as determined in good faith by the Committee, or (ii) the par value of such Shares. However, the exercise price of an Incentive Stock Option granted to an employee who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or of a subsidiary (a "Ten Percent Employee") shall not be less than the greater of 110% of such fair market value, or the par value of such Shares.



(b)

The Committee shall initially determine the number of Shares to be subject to each Stock Option. The number of Shares subject to a Stock Option will subsequently be reduced (i) on a share-for-share basis to the extent that Shares under such Stock Option are used to calculate the cash and/or Shares received pursuant to exercise of a Stock Appreciation Right attached

2

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to such Stock Option, and (ii) on a one-for-one basis to the extent that any Performance Shares granted in conjunction with such Stock Option pursuant to subparagraph 7(a) are paid, such reduction to be made in accordance with the provisions of subparagraph 7(e)(ii).

(c)

The Stock Option shall not be transferable by the optionee otherwise than by will or the laws of descent and distribution, and shall be exercisable during his lifetime only by him.



(d)

The Stock Option shall not be exercisable:



(i)

in case of any Incentive Stock Option as defined in Section 422 (b) of the Code, after the expiration of ten years from the date it is granted, and in the case of any other Stock Option, after the expiration of ten years from the date it is granted. Any Stock Option may be exercised during such period only at such time or times as the Committee may establish;



(ii)

unless payment in full is made for the Shares being acquired thereunder at the time of exercise (including any federal, state or local income or other taxes which the Committee determines are required to be withheld in respect of such shares); such payment shall be made (A) in United States dollars by cash or check, or (B) by tendering to the Company Shares owned by the person exercising the Stock Option and having a fair market value equal to the cash exercise price thereof, such fair market value to be determined in such reasonable manner as may be provided for from time to time by the Committee or as may be required in order to comply with or to conform toBoard.

The Committee's composition shall meet the independence and expertise requirements of any applicable or relevant laws or regulations, or (C)for audit committees imposed by a combination of United States dollars and Shares as aforesaid;



(iii)

unless the person exercising theNew York Stock Option has been, at all times during the period beginning with the date of grantExchange ("NYSE") listing standards, Section 10A(m)(3) of the Stock Option and ending on the date three months prior to such exercise, an officer or employee of the Company or a subsidiary, or of a corporation, or a parent or subsidiary of a corporation, issuing or assuming the Stock Option in a transaction to which Section 424 (a) of the Code, is applicable, except that:



(A)

if such person shall cease to be an officer or employee of the Company or one of its subsidiary corporations solely by reason of a period of Related Employment as defined in paragraph 10, he may, during such period of Related Employment (but in no event after the Stock Option has expired under the provisions of subparagraph 5(d)(i) hereof), exercise such Stock Option as if he continued to be such an officer or employee; or



(B)

if an optionee shall become disabled as defined in paragraph 9 he may, at any time within three years of the date he becomes disabled (but in no event after the Stock Option has expired under the provisions of subparagraph 5(d)(i) hereof), exercise the Stock Option with respect to (i) any Shares as to which he could have exercised the Stock Option on the date he became disabled and (ii) if the Stock Option is not fully exercisable on the date he becomes disabled, the number of additional Shares as to which the Stock Option would have become exercisable had he remained an employee through the next two dates on which additional Shares were scheduled to become exercisable under the Stock Option; or



(C)

if an optionee shall die while holding a Stock Option, his executors, administrators, heirs or distributees, as the case may be, at any time within one year after the date of such death (but in no event after the Stock Option has expired under the provisions of subparagraph 5(d)(i) hereof), may exercise the Stock Option with respect to (i) any Shares as to which the decedent could have exercised the Stock Option at the time of his death, and if the Stock Option is not fully exercisable on

3

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the date of his death, the number of additional Shares as to which the Stock Option would have become exercisable had he remained an employee through the next two dates on which additional Shares were scheduled to become exercisable under the Stock Option provided, however, that if death occurs during the three-year period following a disability as described in subparagraph 5(d)(iii)(B) hereof, the three-year period following a retirement as described in subparagraph 5(d)(iii)(D) hereof or any period following a voluntary termination in respect of which death, the number of additional Shares as to which the Stock Option would have become exercisable had he remained an employee through the next date or, if applicable, two dates on which additional Shares were scheduled to become exercisable under the Stock Option provided, however, that if death occurs during the three-year period following a disability as described in subparagraph 5(d)(iii)(B) hereof, the three-year period following a retirement as described in subparagraph 5(d)(iii)(D) hereof or any period following a voluntary termination in respect of which the Board has exercised its discretion to grant continuing exercise rights as provided in subparagraph 5(d)(iii)(E) hereof, the Stock Option shall not become exercisable as to any Shares in addition to those as to which the decedent could have exercised the Stock Option at the time of his death; or

(D)

if such person shall retire under an approved retirement program of the Company or a subsidiary (or such other plan as may be approved by the Committee, in its sole discretion, for this purpose) while holding a Stock Option which has not expired and has not been fully exercised, such person, at any time within three years after his retirement (but in no event after the Stock Option has expired under the provisions of subparagraph 5(d)(i) hereof), may exercise the Stock Option with respect to any Shares as to which he could have exercised the Stock Option on the date he retired; or



(E)

if such person shall voluntarily terminate his employment with the Company, the Board may determine that the optionee may exercise the Stock Option with respect to some or all of the Shares subject to the Stock Option as to which it would not otherwise be exercisable on the date of his voluntary termination provided, however, that in no event may such exercise take place after the Stock Option has expired under the provisions of subparagraph 5(d)(i) hereof.




(e)

(i) The aggregate fair market value of Shares (determined at the time of grant of the Stock Option pursuant to subparagraph 5(a) of the Plan) for which any employee may be granted Incentive Stock Options under the Plan in any calendar year prior to 1987, may not exceed $100,000, plus the applicable carryover amount. The carryover amount for an employee from any prior year is one-half of the amount by which $100,000 exceeds the aggregate fair market value of Shares (at the time of grant) for which Incentive Stock Options were granted to such employee in such prior year, provided that (x) such amounts may be carried over for no more than three years, and (y) Incentive Stock Options granted in any year shall use up the $100,000 current year limitation first, and then use up the carryover amount or amounts from the year or years available, the earliest being taken first.



(ii)

The aggregate fair market value of Shares (determined at the time of grant of the Stock Option pursuant to subparagraph 5(a) of the Plan) with respect to which Incentive Stock Options granted after December 31, 1986, to any employee under the Plan are exercisable, for the first time, by such employee during any calendar year may not exceed $100,000.

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(f)

If the Committee, in its discretion, so determines, there may be related to the Stock Option, either at the time of grant or by amendment, a Stock Appreciation Right which shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall impose, including the following:



(i)

A Stock Appreciation Right may be exercised only



(A)

to the extent that the Stock Option to which it relates is at the time exercisable, and



(B)

if



(1)

in the case of a Stock Option other than an Incentive Stock Option only, such Stock Option will expire by its terms within 30 days (90 days if the optionee is at the time an officer of the Company who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"));



(2)

, and any applicable rules or regulations of the optionee has become disabled or ceasedSEC, in each case as in effect from time to time. The Board shall endeavor to have at least one member of the Committee with the qualifications necessary to be considered an officer or employee by reason of his retirement under an approved retirement program"audit committee financial expert" as defined in the rules and regulations of the Company or a subsidiary (or such other plan as may be approved bySEC.

No member of the Committee may serve simultaneously on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair such director's ability to serve effectively on the Committee and such determination is disclosed in its sole discretion, for this purpose); or



(3)

the optionee has died.

Company's annual proxy statement.

However, if the Stock Option to which the Stock Appreciation Right relates is exercisable and if the optionee is at the time an officerThe members of the Committee shall be appointed annually by a majority vote of the full Board from among its members following receipt and consideration of the recommendation of the Nominating & Governance Committee. Each Committee member shall serve until such member's successor is duly appointed and qualified or until such member's resignation or removal by a majority vote of the full Board.






III.  Authority and Responsibilities

The Committee's function is not to replace management, the internal auditors or the independent auditors, but rather is one of oversight. It is the responsibility of management to prepare the financial statements and to develop and maintain adequate systems of internal accounting and financial controls, and it is the internal and independent auditors' responsibility to review and, when appropriate, audit or attest to these financial statements and internal controls. The Committee recognizes that the financial management and the internal and independent auditors have more knowledge and information about the Company whothan do Committee members. Consequently, in carrying out its oversight responsibilities, the Committee cannot, and is requirednot expected to, file reports pursuantprovide any expert or special assurance as to Section 16(a)the financial statements or internal controls or any professional certification as to the independent auditors' work.

In carrying out its oversight responsibilities, the Committee shall undertake the following activities and have the following authority (in addition to the duties and responsibilities set forth in Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act, as well as any others that the Stock Appreciation RightBoard may subjectfrom time to time delegate to the approvalCommittee):

Financial Reporting Process and Financial Statements

1.

Meet periodically in separate sessions with (a) management, (b) the independent auditors and (c) the internal auditors.



2.

Review and discuss with management and the independent auditors (a) the audited financial statements to be included in the Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of the Form 10-K), (b) the quarterly financial statements to be included in the Quarterly Reports on Form 10-Q and (c) in each case, the disclosures in the related "Management's Discussion and Analysis of Financial Condition and Results of Operations".



3.

Review:



(a)

major issues regarding accounting principles and financial statement presentations, including any changes in the selection or application of accounting principles, and major issues as to the adequacy of the internal controls and any special audit steps adopted in light of any material control deficiencies;



(b)

analyses prepared by management and/or the outside auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and



(c)

the effect of regulatory or accounting initiatives, as well as off-balance sheet transactions, on the financial statements.



4.

In connection with the annual audit and quarterly review by the independent auditors of the financial information included in the Company's periodic filings, prior to the release of earnings or the filing of the Form 10-K or Form 10-Q, as applicable, discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended or supplemented, including receiving from the independent auditors and, where applicable, management and/or the internal auditors, timely reports concerning:



(a)

all critical accounting policies and practices;



(b)

all significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including alternative treatments of financial




information under generally accepted accounting principles ("GAAP") that have been discussed with management, the ramifications of the use of such alternative methods and the method preferred by the independent auditors; and

(c)

any other material analyses prepared by or written communications between the independent auditors and management (such as any management or internal control letter or schedule of unadjusted differences).

The Chair of the Committee may represent the entire Committee for purposes of this review.

5.

Regularly review with the independent auditors and the internal auditors any audit problems or difficulties encountered and management's response (including any restrictions on access, any accounting adjustments noted or proposed but passed as immaterial or for other reasons, any communications between the independent audit team and the independent auditors' national office and any management or internal control letters proposed to be exercised during such periods, as may be specifiedbut never issued by the Committee;

independent auditors).



(ii)6.

A Stock Appreciation Right shall entitleDiscuss with management, the optionee (orinternal auditors and the independent auditors the quality and adequacy of the Company's internal controls, including reviewing any person entitledinternal control report prepared by management and any significant internal control deficiencies or material weaknesses, any fraud involving management or others significantly involved in the internal controls and any changes implemented in light of material control deficiencies.



7.

Review and discuss with management the Company's earnings release prior to act underits distribution. The Chair of the provisionsCommittee may represent the entire Committee for purposes of subparagraph 5(d)(iii)(C) hereof)this review.



8.

Discuss with management the Company's policies with regard to surrender unexercised the related Stock Option (or any portion of such Option)financial information and earnings guidance provided to rating agencies or analysts, and review particular financial information and guidance to the Companyextent the Committee deems advisable.

Oversight of the Company's Relationship with the Independent Auditors

9.

Be directly responsible for the appointment, compensation, retention, oversight, evaluation and termination (subject to receive fromMember ratification) of the Company in exchange therefor that numberindependent auditors engaged for the purpose of Shares havingpreparing or issuing an aggregate value equalaudit report or performing other audit, review or attest services. The independent auditors shall report directly to the excess of the value of one Share (provided that, if such value exceeds 150% of the Stock Option price per share specified in such Stock Option, such value shall be deemed to be 150% of such Stock Option price) over the Stock Option price per share, times the number of Shares subject to the Stock Option, or portion thereof, which is so surrendered.Committee. The Committee shall be entitledresponsible for the resolution of disagreements among management, the independent auditors and the internal auditors regarding financial reporting.



10.

Review and pre-approve (a) all auditing services (including those performed for purposes of providing comfort letters and statutory audits) and (b) all non-auditing services rendered to elect to settle the obligation arising outCompany by the independent auditors, in each case including fees.



11.

Review the independent auditors' audit plan, including scope, staffing, locations, reliance upon management and the general audit approach.



12.

At least annually, obtain and review a report by the independent auditors describing: (i) the independent auditors' internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review or peer review of the exercise of a Stock Appreciation Rightindependent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the paymentindependent auditors, and any steps taken to deal with any such issues;




and (iii) all relationships between the independent auditors and the Company, including the matters covered by Independence Standards Board Standard Number 1, as amended or supplemented, and any relationships or services that may impact the objectivity and independence of cash equalthe independent auditors.

13.

After reviewing the report by the independent auditors described in Section 12 and the independent auditors' work, evaluate the independent auditors' qualifications, performance and independence. The Committee shall present its conclusions to the aggregate valuefull Board. The evaluation shall include the review and evaluation of the Shares it would otherwise be obligated to deliver or partly by the payment of cash and partly by the delivery of Shares. Any such election shall be made within 15 business days after the receipt by the Committee of written noticelead partner(s) of the exerciseindependent auditors and consideration of whether the Stock Appreciation Right. The valueindependent auditors' quality controls are adequate and the provision of a Share for this purpose shall benon-audit services is compatible with maintaining the fair market value thereof on the last business day preceding the date of the election to exercise the Stock Appreciation Right, provided that if notice of such election is received by the Committee more than three business days after the date of such election (as such date of election is stated in the notice of election),independent auditors' independence. In making its evaluation, the Committee may but need not, determinetake into account the valueopinions of a Shareany persons such as management and the internal auditors, as it deems appropriate.



14.

Consider whether, in order to assure the continuing independence of the day precedingindependent auditors, there should be regular rotation of the date on whichlead and reviewing audit partners (in addition to the notice of election is received;



(iii)

No fractional Shares shall be delivered under this subparagraph 5(f), but in lieu thereof a cash adjustment shall be made; and

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(iv)

In the case of a Stock Appreciation Right attached to an Incentive Stock Option, such Stock Appreciation Right shall only be transferable when such Incentive Stock Option is transferablerotation every five years required pursuant to Section 5 (c) hereof,




(g)

Notwithstanding anything herein to the contrary:



(i)

in the event an Unfriendly Change in Control10A(j) of the Company, as defined in subparagraph 11(b)Exchange Act), occurs, then asor of the Acceleration Date,outside audit firm.



15.

Establish clear hiring policies with respect to employees or former employees of the independent auditors (including a prohibition, as defined in subparagraph 11(b), each Stock Option granted hereunder shall be exercisable in full; provided, however, that in the case of an officer subject torequired by Section 16(b)10A(l) of the Exchange Act, no Stock Option shall become exercisable untilagainst the expirationCompany's chief executive officer, controller, chief financial officer or chief accounting officer having worked on the Company's audit as an employee of the period ending six months after the date of grant of the Stock Option hereunder; and



(ii)

in the event a Change in Control as defined in subparagraph 11(a) occurs and within 24 months thereafter: (A) there is a Termination Without Cause, as defined in paragraph 12, of an optionee's employment; or (B) there is a Constructive Termination as defined in paragraph 13, of an optionee's employment; or (C) there occurs an Adverse Change in the Plan, as defined in paragraph 14, in respect of an optionee affecting any Award held by such optionee and if the optionee then holds a Stock Option,



(A)

In the case of a Termination Without Cause or a Constructive Termination, the optionee may exercise the entire Stock Option,independent auditors at any time within 30 days of such Termination Without Cause or such Constructive Termination (but in no event afterduring the option has expired under the provisions of subparagraphs (5)(d)(i)), and



(B)

in the case of an Adverse Change in the Plan, the optionee may exercise the entire Stock Option at any time after such Adverse Change in the Plan in respect of him andone-year period prior to the date 30 days followinginitiation of the current audit).

Oversight of the Internal Audit Function

16.

Review and discuss with management, the independent auditors and the internal auditors the performance and adequacy of the internal audit function, including (a) the internal audit department's Corporate Audit Charter, responsibilities, budget and staffing and (b) the annual audit plan.



17.

Review and approve the appointment, replacement, reassignment or dismissal of the senior internal audit executive and periodically review his termination of employment as a result of a Termination Without Cause or a Constructive Termination (but in no event after the option has expired under the provisions of subparagraph 5(d) (i)). Notwithstanding anything in this subparagraph 5(g)appointment.

Risk Management; Related Party Transactions

18.

Discuss with management and, to the contrary, (x) inextent appropriate, the caseinternal auditors and the independent auditors the Company's policies with respect to risk assessment and risk management, including the Company's major financial risk exposures and the steps management has taken to monitor and control these exposures.



19.

Approve any related or affiliated party transaction and review disclosures thereof.

Compliance Oversight Responsibilities

20.

Confirm with the independent auditors that they are not aware of an officer subject toany information indicating that any illegal act has or may have occurred which would necessitate a response under Section 16(b)10A(b) of the Exchange Act, no Stock Option shall become exercisable untilAct.



21.

Review with legal counsel, management, the expirationinternal auditors or the independent auditors, as the Committee deems appropriate, (a) any legal or regulatory matters that could have a significant impact on the financial statements, (b) the Company's policies




and procedures regarding compliance with applicable laws and regulations and (c) any inquiries received from regulators or governmental agencies that could have a significant impact on the financial statements.

22.

Based on its review and discussions referred to in items 1 through 20, determine whether to recommend to the Board that the audited financial statements be included in the Annual Report on Form 10-K.



23.

Prepare the report of the period ending six months afteraudit committee required by the date of grantrules of the Stock Option hereunder.SEC to be included in the annual proxy statement.



24.

Establish procedures for (a) the receipt, retention and treatment of complaints regarding accounting, auditing or internal accounting control matters and (b) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.



25.

Review and approve the appointment, replacement, reassignment or dismissal of the Company's general counsel.

Governance Matters

26.

Report regularly to the Board.



27.
Review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.


28.
Review any requests for waivers of the Corporate Governance Guidelines.


29.
Review the Committee's own performance annually.

6.    RESTRICTED STOCKAccess to Advisors; Investigations

        Each Award of Restricted Stock shall comply with the following terms and conditions:

(a)30.

The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors, without having to seek Board approval.



31.

The Committee shall determine the number of Sharesamount to be issued to a participant pursuantpaid to the Award.independent auditors and other advisors retained by the Committee.



(b)

Shares issued may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, for such period from the date on which the Award is granted (the "Restricted Period") as the Committee shall determine. The Company shall have the option to repurchase the Shares subject to the Award at such price as the Committee shall have fixed, in its sole discretion, when the Award was made, which option will be exercisable if the participant's continuous employment with the Company or a subsidiary shall terminate for any reason, except solely by reason of an event described in paragraph 6(c), prior to the expiration of the Restricted Period or the earlier lapse of the option. Such option shall be exercisable on such terms, in such manner and during such period as shall be determined by the Committee when the Award is made. Certificates for Shares issued pursuant to Restricted Stock Awards shall bear an appropriate legend referring to the foregoing option and other restrictions. Any attempt to dispose of any such Shares in contravention of the foregoing option and other restrictions shall be null and

6

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void and without effect. If Shares issued pursuant to a Restricted Stock Award shall be repurchased pursuant to the option described above, the participant to whom the Award was granted, or in the event of his death after such option become exercisable, his executor or administrator, shall forthwith deliver to the Secretary of the Company any certificates for the Shares awarded to the participant, accompanied by such instruments of transfer, if any, as may reasonably be required by the Secretary of the Company. If the option described above is not exercised by the Company, such option and the restriction imposed pursuant to the first sentence of this subparagraph 6(b) shall terminate and be of no further force and effect. Notwithstanding anything to the contrary in this paragraph 6 (b), neither any Restricted Period nor any option shall lapse to the extent the Company or any subsidiary would be unable to take a deduction with respect to such lapse by reason of Section 162 (m) of the Code.

(c)

If a participant who has been in the continuous employment of the Company or of a subsidiary shall,



(i)

die or become disabled (as defined in paragraph 8) during the Restricted Period, the option of the Company to repurchase (and any and all other restrictions on) all Shares awarded to him under such Award shall lapse and cease to be effective as of the date on which his death or disability occurs, or



(ii)

voluntarily terminate his employment with the Company or retire under an approved retirement plan of the Company or of a subsidiary (or such other retirement plan as may be approved by the Committee, in its sole discretion, for this purpose) during Restricted Period, the Board may determine that the option to repurchase and any and all other restrictions on some or all of the Shares awarded to him under such Award, if such option and other restrictions are still in effect, shall lapse and cease to be effective as the date on which such voluntary termination or retirement occurs.




(d)

In the event within 24 months after a Change in Control as defined in subparagraph 11(a) and during the Restricted Period



(i)

there is a Termination Without Cause, as defined in paragraph 12, of the employment of a participant;



(ii)

there is a Constructive Termination, as defined in paragraph 13, of the employment of a participant; or



(iii)

there occurs an Adverse Change in the Plan, as defined in paragraph 13, in respect of a participant, the option to repurchase (and any and all other restrictions on) all Shares awarded to him under his Award shall lapse and cease to be effective as of the date on which such event occurs.

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7.    PERFORMANCE SHARES

        The Award of Performance Shares to a participant will entitle him to receive, without payment to the Company, all or part of a specified amount (the "Actual Value") determined by the Committee, if the terms and conditions specified herein and in the Award are satisfied. Payment in respect of an Award shall be made as provided in subparagraph 7(e). Each Award of Performance Shares shall be subject to the following terms and conditions:

(a)32.

The Committee shall determinehave the number of Performance Sharesauthority to be granted to each participant and whetherconduct or not such Performance Shares are granted in conjunction with a Stock Option (the "Associated Stock Option"). The maximum amount that may be earned by an employee with respect to any Award Period designated in the Performance Share Agreement to be a yearauthorize investigations into or more shall be the Maximum Value of 50,000 Performance Shares. The "Maximum Value" of each Performance Share shall be the market value per Share on the date the award is paid or becomes payable to participants. Performance Shares may be issued in different classes or series having different terms and conditions. In the casestudies of any Performance Shares granted in conjunction with an Associated Stock Option,matters within the numberCommittee's scope of Performance Sharesresponsibilities.

IV.    Structure and Operations

The Board shall initially be equal to the number of Shares which are subject to the Associated Stock Option, but the number of such performance Shares shall be reduced on adesignate one for one basis to the extent that (A) Shares are purchased upon exercisemember of the Associated Stock Option, or (B) Shares may no longer be purchased under the Associated Stock Option because the Associated Stock Option or a part thereof has been surrendered unexercised pursuantCommittee to exercise of a Stock Appreciation Right attached to such Associated Stock Option.



(b)
The award period (the "Award Period") in respect of any Award of Performance Shares shall be such periodact as theits Chairman. The Committee shall determine commencing as of the beginning of the fiscal year of the Company in which such Award is made. An Award Period may contain a number of performance periods; each performance period shall commence onmeet at least quarterly, with further meetings to occur when deemed necessary or after the first day of the Award Period and shall end no later than the last day of the Award Period. At the time each Award is made, the Committee shall establish performance objectives to be attained within the performance periods as the means of determining Actual Value. The performance objectives shall be approveddesirable by the Committee (i) whileor its Chairman.

The Committee may form and delegate authority to subcommittees. In particular, the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance periodCommittee may delegate to which the performance objective relates or, if less than 90 days, the number of days which is equal to 25 percent of the relevant performance period. The performance objectives shall be based upon one or more of the following criteria: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per Share; (v) book value per Share; (vi) return on stockholders' equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) stock price; (xi) combined ratio; (xii) operating ratio; (xiii) profitability of an identifiable business unit or product; (xiv) maintenance or improvement of profit margins; (xv) market share; (xvi) revenues or sales; (xvii) costs; (xviii) cash flow; (xix) working capital; (xx) return on assets; (xxi) customer satisfaction; (xxii) employee satisfaction; and (xxiii) economic value per Share (computed based on book value per Share determined in accordance with generally accepted accounting principles ("GAAP") adjusted for changes in the intrinsic value of assets and liabilities whose value differs from their GAAP carrying value). The foregoing criteria may relate to the Company, one or more of its subsidiaries or one or more of its divisions, units, partnerships, joint venturers or minority investments, product lines or products or any combination ofmembers the foregoing, and may be applied on an absolute basisauthority to pre-approve audit and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the

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Code (or any successor section thereto), the performance objectives may be calculated without regard to extraordinary items. The Actual Value of a Performance Share shall be equal to its Maximum Value only if the performance objectives are attained in full, but the Committee shall specify the manner in which the Actual Value of a Performance Share shall be a portion of such Maximum Value if the performance objectives are met in part. In determining Actual Value, the Committee may either (i) multiply the total number of Shares available for payout at that time with respect to the participant by the Actual Value of each individual Share or (ii) multiply the Maximum Value of each individual Share by a number of Shares equal to or less than the total number of Shares available for payout,non-audit services, provided that the products obtained in (i) or (ii) are the same.

(c)

Performance Sharesdecisions of any member(s) to whom pre-approval authority is delegated shall be cancelled if the participant's continuous employment with the Company or any of its subsidiaries shall terminate for any reason priorpresented to the end of the Award Period (in which event the Associated Stock Option, if any, shall continue in effect in accordance with its terms), except solely by reason of a period of Related Employment as defined in paragraph 10, and except as otherwise specified in this subparagraph 7(c) or in subparagraph 7(d). Notwithstanding the foregoing and without regard to subparagraph 7(b), if a participant shall,



(i)

while in such employment, die or become disabled as described in paragraph 9 prior to the end of the Award Period, the Performance Shares shall be cancelledCommittee at the endnext Committee meeting.

The Chairman, with input from the other members of the next ending performance period and he, or his legal representative, as the case may be, shall receive payment in respect of such Shares which he would have received had he been in continuous employment with the Company through the end of that period and had the individual performance objectives, if any, that were imposed been achieved; provided, however, that no such continuation shall be deemed to have occurred for purposes of applying subparagraph 7(d) in the event of an Adverse Change in the Plan in respect of the participant following a Change in Control; or



(ii)

retire under an approved retirement program of the Company or a subsidiary (or such other plan as may be approved by the Committee, in its sole discretion, for this purpose) prior to the end of the Award Period, and



(A)

at the time of his retirement, the participant is 65 years old or older, the Performance Shares shall be cancelled at the end of the next ending performance period, and he shall receive the Maximum Value in respect to such Shares, at the date of cancellation,



(B)

at the time of his retirement the participant is less than 65 years old and his retirement occurs prior to the end of the first performance period, and before 24 months have elapsed since the first day of the Award Period, the participant shall receive payment with respect to the Actual Value of one-ninth of the Performance Shares awarded to him under the Award, and



(C)

at the time of his retirement the participant is less than 65 years old and his retirement occurs prior to the end of the first performance period and after at least 24 months have elapsed since the first day of the Award Period, the participant shall receive payment with respect to the Actual Value of two-ninths of the Performance Shares awarded to him under the Award.




(d)

If within 24 months after a Change in Control of the Company as defined in subparagraph 11(a) and prior to the end of an Award Period:



(i)

there is a Termination Without Cause, as defined in paragraph 12, of the employment of a participant;

9

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(ii)

there is a Constructive Termination, as defined in paragraph 13, of the employment of a participant; or



(iii)

there occurs an Adverse Change in the Plan, as defined in paragraph 14, in respect of a participant, then:



(A)

the participant shall receive the Maximum Value of:



(1)

that number of Performance Shares which is in the same proportion to the total number of Performance Shares awarded to the participant under such Award as



•

the number of full months which have elapsed since the first day of the Award Period to the end of the first month in which occurs one of the events described in clauses (i), (ii) or (iii) of subparagraph 7(d) is to



•

the total number of months in the Award Period, less




(2)

the number of Performance Shares awarded to the participant under the Award in respect of which payment has already been made to the participant, and




(B)

if the number of Performance Shares determined pursuant to subclause (1) of clause (A) is less than the number of Performance Shares subject to the particular Award, the participant shall receive the Actual Value of the remaining Performance Shares. The Actual Value of the remaining Performance Shares shall be determined as follows:



(1)

if the Board shall have determined, prior to the Change in Control and based on the most recent performance status reports, that the performance objectives for the particular Award were being met at the date of the determination, the Actual Value of the remaining Performance Shares subject to the particular Award shall be equal to their Maximum Value, and



(2)

if the determination of the Board was that the performance objectives for the particular Award were not being met at the date of the determination, the Actual Value of the remaining Performance Shares subject to the particular Award shall be such amount as shall have been determined by the Board as provided above in this subparagraph 7(d), but in no event shall Actual Value be less than fifty percent (50%) of Maximum Value. Payment of any amount in respect of Performance Shares as described above in this subparagraph 7(d) shall be made as promptly as possible after the occurrence of one of the events described in clauses 7(d)(i) through 7(d)(iii). Notwithstanding anything herein to the contrary, if, following a Change in Control of the Company as defined in subparagraph 10(a), a participant's employment remains continuous through the end of a performance period, then the participant shall be paid with respect to those Performance Shares for which he would have been paid had there not been a Change in Control and the Actual Value of those Shares shall be determined in accordance with subparagraph 7(e).




(e)

Except as otherwise provided in subparagraph 7(d), as soon as practicable after the end of the performance period or such earlier date as the Committee in its sole discretion may designate, the Committee shall determine whether the conditions of subparagraphs 7(b) and/or 7(c)

10

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hereof have been met and, if so, shall certify such fact to the Board of Directors and shall ascertain the Actual Value of the Performance Shares. If the Performance Shares:

(i)

were not awarded in conjunction with an Associated Stock Option, the Committee shall cause an amount equal to the Actual Value of the Performance Shares earned by the participant to be paid to him or his beneficiary; or



(ii)

were awarded in conjunction with an Associated Stock Option, the Committee shall determine, in accordance with criteria specified by the Committee when the Award was made, (A) to cancel the Performance Shares, in which event no amount in respect thereof shall be paid to the participant or his beneficiary, and the Associated Stock Option shall continue in effect in accordance with its terms, (B) to pay the Actual Value of the Performance Shares to the participant or his beneficiary, in which event the Associated Stock Option shall be cancelled, or (C) to pay to the participant or his beneficiary the Actual Value of only a portion of the Performance Shares, in which event (1) all such Performance Shares shall be cancelled and (2) the Associated Stock Option shall be cancelled only as to a number of Shares equal to the number of Performance Shares so paid. Such determination by the Committee shall, if practicable, be made during the three-month period following the end of the performance period, or during such earlier period as shall be designated by the Committee and, where appropriate, management and outside advisors, shall be made pursuant to criteria, specified by the Committee, which shall be uniform for all Awards having the same performance period.

Paymentprepare and/or approve an agenda in advance of any amount in respect of the Performance Shares shall be made by the Company as promptly as practicable or shall be deferred to such other time or times as the Committee shall determine, and may be made in cash, in Shares, or partly in cash and partly in Shares as determined by the Committee. Such deferred payments may be made by undertaking to pay cash in the future, together with such additional amounts as may accrue thereon until the date or dates of payment, as determined by the Committee in its discretion.

8.    PERFORMANCE UNITSeach meeting.

        The Award of Performance Units to a participant will entitle him to receive, without payment to the Company, all or part of a specified amount (the "Actual Value") determined by the Committee, if the terms and conditions specified herein and in the Award are satisfied. Payment in respect of an Award shall be made as provided in subparagraph 8(e). Each Award of Performance Units shall be subject to the following terms and conditions:

(a)

The Committee shall determine the number of Performance Units to be granted to each participant and whether or not such Performance Units are granted in conjunction with a Stock Option (the "Associated Stock Option"). The maximum amountmay request that may be earned by an employee with respect to Performance Units during an Award Period of three years or more shall not exceed $10,000,000 (which shall be prorated for Award Periods of less than three years). The "Maximum Value" of each Performance Unit shall be the "Value" per Unit on the date the award is paid or becomes payable to participants. The "Value" of a Unit shall be determined by multiplying $100 by the sum of (i) 100% and (ii) the percentage growth in value of the Company, any of its subsidiaries or any combination thereof over the Award Period (or such earlier date as required by the Plan) as set forth in the Performance Unit Agreement. Performance Units may be issued in different classes or series having different terms and conditions. In the case of any Performance Units granted in conjunction with an Associated Stock Option, the number of Performance Units shall initially be equal to the number of Shares which are subject to the Associated Stock Option, but the number of such

11

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Performance Units shall be reduced on a one for one basis to the extent that (A) Shares are purchased upon exercise of the Associated Stock Option, or (B) Shares may no longer be purchased under the Associated Stock Option because the Associated Stock Option or a part thereof has been surrendered unexercised pursuant to exercise of a Stock Appreciation Right attached to such Associated Stock Option.

(b)

The award period (the "Award Period") in respect of any Award of Performance Units shall be such period as the Committee shall determine commencing as of the beginning of the fiscal year of the Company in which such Award is made. An Award Period may contain a number of performance periods; each performance period shall commence on or after the first day of the Award Period and shall end no later than the last day of the Award Period. At the time each Award is made, the Committee shall establish performance objectives to be attained within the performance periods as the means of determining Actual Value. The performance objectives shall be approved by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance objective relates or, if less than 90 days, the number of days which is equal to 25 percent of the relevant performance period. The performance objectives shall be based upon one or more of the following criteria: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per Share; (v) book value per Share; (vi) return on stockholders' equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) stock price; (xi) combined ratio; (xii) operating ratio; (xiii)profitability of an identifiable business unit or product; (xiv) maintenance or improvement of profit margins; (xv) market share; (xvi) revenues or sales; (xvii) costs; (xviii) cash flow; (xix) working capital; (xx) return on assets; (xxi) customer satisfaction; (xxii) employee satisfaction; and (xxiii) economic value per Share (computed based on book value per Share determined in accordance with generally accepted accounting principles ("GAAP") adjusted for changes in the intrinsic value of assets and liabilities whose value differs from their GAAP carrying value). The foregoing criteria may relate to the Company, one or more of its subsidiaries or one or more of its divisions, units, partnerships, joint venturers or minority investments, product lines or products or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance objectives may be calculated without regard to extraordinary items. The Actual Value of a Performance Unit shall be equal to its Maximum Value only if the performance objectives are attained in full, but the Committee shall specify the manner in which the Actual Value of a Performance Unit shall be a portion of such Maximum Value if the performance objectives are met in part. In determining Actual Value, the Committee may either (i) multiply the total number of Units available for payout at that time with respect to the participant by the Actual Value of each individual Unit or (ii) multiply the Maximum Value of each individual Unit by a number of Units equal to or less than the total number of Units available for payout, provided that the products obtained in (i) or (ii) are the same.



(c)

Performance Units shall be cancelled if the participant's continuous employment with the Company or any of its subsidiaries shall terminate for any reason prior to the end of the Award Period (in which event the Associated Stock Option, if any, shall continue in effect in accordance with its terms), except solely by reason of a period of Related Employment as defined in paragraph 10, and except as otherwise specified in this subparagraph 8(c) or in subparagraph 8(d). Notwithstanding the foregoing and without regard to subparagraph 8(b), if a participant shall,

12

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(i)

while in such employment, die or become disabled as described in paragraph 9 prior to the end of the Award Period, the Performance Units shall be cancelled at the end of the next ending performance period and he, or his legal representative, as the case may be, shall receive payment in respect of such Units which he would have received had he been in continuous employment with the Company through the end of that period and had the individual performance objectives, if any, that were imposed been achieved; provided, however, that no such continuation shall be deemed to have occurred for purposes of applying subparagraph 8(d) in the event of an Adverse Change in the Plan in respect of the participant following a Change in Control; or



(ii)

retire under an approved retirement program of the Company or a subsidiary (or such other plan as may be approved by the Committee, in its sole discretion, for this purpose) prior to the end of the Award Period, and



(A)

at the time of his retirement, the participant is 65 years old or older, the Performance Units shall be cancelled at the end of the next ending performance period, and he shall receive the Maximum Value in respect to such Units, at the date of cancellation,



(B)

at the time of his retirement the participant is less than 65 years old and his retirement occurs prior to the end of the first performance period, and before 24 months have elapsed since the first day of the Award Period, the participant shall receive payment with respect to the Actual Value of one-ninth of the Performance Units awarded to him under the Award, and



(C)

at the time of his retirement the participant is less than 65 years old and his retirement occurs prior to the end of the first performance period and after at least 24 months have elapsed since the first day of the Award Period, the participant shall receive payment with respect to the Actual Value of two-ninths of the Performance Units awarded to him under the Award.




(d)

If within 24 months after a Change in Control of the Company as defined in subparagraph 11(a) and prior to the end of an Award Period:



(i)

there is a Termination Without Cause, as defined in paragraph 12, of the employment of a participant;



(ii)

there is a Constructive Termination, as defined in paragraph 13, of the employment of a participant; or



(iii)

there occurs an Adverse Change in the Plan, as defined in paragraph 14, in respect of a participant, then:



(A)

the participant shall receive the Maximum Value of:



(1)

that number of Performance Units which is in the same proportion to the total number of Performance Units awarded to the participant under such Award as



•

the number of full months which have elapsed since the first day of the Award Period to the end of the first month in which occurs one of the events described in clauses (i), (ii) or (iii) of subparagraph 8(d) is to



•

the total number of months in the Award Period, less




(2)

the number of Performance Units awarded to the participant under the Award in respect of which payment has already been made to the participant, and

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(B)

if the number of Performance Units determined pursuant to subclause (1) of clause (A) is less than the number of Performance Units subject to the particular Award, the participant shall receive the Actual Value of the remaining Performance Units. The Actual Value of the remaining Performance Units shall be determined as follows:



(1)

if the Board shall have determined, prior to the Change in Control and based on the most recent performance status reports, that the performance objectives for the particular Award were being met at the date of the determination, the Actual Value of the remaining Performance Units subject to the particular Award shall be equal to their Maximum Value, and



(2)

if the determination of the Board was that the performance objectives for the particular Award were not being met at the date of the determination, the Actual Value of the remaining Performance Units subject to the particular Award shall be such amount as shall have been determined by the Board as provided above in this subparagraph 8(d), but in no event shall Actual Value be less than fifty percent (50%) of Maximum Value. Payment of any amount in respect of Performance Units as described above in this subparagraph 8(d) shall be made as promptly as possible after the occurrence of one of the events described in clauses 8(d)(i) through 8(d)(iii). Notwithstanding anything herein to the contrary, if, following a Change in Control of the Company as defined in subparagraph 10(a), a participant's employment remains continuous through the end of a performance period, then the participant shall be paid with respect to those Performance Units for which he would have been paid had there not been a Change in Control and the Actual Value of those Units shall be determined in accordance with subparagraph 8(e).




(e)

Except as otherwise provided in subparagraph 8(d), as soon as practicable after the end of the performance period or such earlier date as the Committee in its sole discretion may designate, the Committee shall determine whether the conditions of subparagraphs 8(b) and/or 8(c) hereof have been met and, if so, shall certify such fact to the Board of Directors and shall ascertain the Actual Value of the Performance Units. If the Performance Units:



(i)

were not awarded in conjunction with an Associated Stock Option, the Committee shall cause an amount equal to the Actual Value of the Performance Units earned by the participant to be paid to him or his beneficiary; or



(ii)

were awarded in conjunction with an Associated Stock Option, the Committee shall determine, in accordance with criteria specified by the Committee when the Award was made, (A) to cancel the Performance Units, in which event no amount in respect thereof shall be paid to the participant or his beneficiary, and the Associated Stock Option shall continue in effect in accordance with its terms, (B) to pay the Actual Value of the Performance Units to the participant or his beneficiary, in which event the Associated Stock Option shall be cancelled, or (C) to pay to the participant or his beneficiary the Actual Value of only a portion of the Performance Units, in which event (1) all such Performance Units shall be cancelled and (2) the Associated Stock Option shall be cancelled only as to a number of Units equal to the number of Performance Units so paid. Such determination by the Committee shall, if practicable, be made during the three-month period following the end of the performance period, or during such earlier period as shall be designated by the Committee and shall be made pursuant to criteria, specified by the Committee, which shall be uniform for all Awards having the same performance period.

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Payment of any amount in respect of the Performance Units shall be made by the Company as promptly as practicable or shall be deferred to such other time or times as the Committee shall determine, and may be made in cash, in Shares, or partly in cash and partly in Shares as determined by the Committee. Such deferred payments may be made by undertaking to pay cash in the future, together with such additional amounts as may accrue thereon until the date or dates of payment, as determined by the Committee in its discretion.

9.    DISABILITY

        For the purposes of this Plan, a participant shall be deemed to be disabled if the Committee shall determine that the physical or mental condition of the participant is such as would entitle him to payment of monthly disability benefits under any disability plan of the Company or a subsidiary in which he is a participant.

10.  RELATED EMPLOYMENT

        For the purposes of this Plan, Related Employment shall mean the employment of an individual by an employer which is neither the Company nor a subsidiary provided: (i) such employment is undertaken by the individual and continued at the request of the Company or a subsidiary; (ii) immediately prior to undertaking such employment, the individual was an officer or employee of the Company or a subsidiary, or was engaged in Related Employment as herein defined; and (iii) such employment is recognized by the Committee, in its sole discretion, as Related Employment for the purposes of this paragraph 10. The death or disability of an individual during a period of Related Employment as herein defined shall be treated, for purposes of this Plan, as if the death or onset of disability had occurred while the individual was an officer or employee of the Company.

11.  CHANGE IN CONTROL

(a)

For purposes of this Plan, a "Change in Control of the Company" within the meaning of this subparagraph 11(a) shall occur if:



(i)

Any person or group (within the meaning of Section 13(d) and 14(d)(2) of the Exchange Act), other than John J. Byrne, Berkshire Hathaway, Inc. or one of its wholly owned subsidiaries or the Company, becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of thirty-five percent (35%) or more of the Company's then outstanding Shares;



(ii)

the Continuing Directors, as defined in subparagraph 11(c), cease for any reason to constitute a majority of the Board of the Company; or



(iii)

the business of the Company for which the participant's services are principally performed is disposed of by the Company pursuant to a saledirectors, officers or other disposition of all or substantially all of the business or business related assets of the Company (including stock of a subsidiary of the Company). A Change in Control of the Company within the meaning of this subparagraph 11(a) also may constitute an Unfriendly Change in Control of the Company within the meaning of this subparagraph 11(b).




(b)

A Change in Control of the Company shall be deemed an "Unfriendly Change in Control of the Company" if:



(i)

any person or group (within the meaning of Section 13(d) and 14(d)(2) of the Exchange Act), other than American Express Company or the Company, becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of thirty-five percent

15

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(35%) or more of the Company's then outstanding Shares through a transaction that is opposed by the Company's Chairman and Chief Executive Officer, and

(ii)

a majority of the Company's Continuing Directors, as defined in subparagraph 10(c), by resolution adopted within 30 days following the date the Company becomes aware that subparagraph 10(b)(i) has been satisfied, determines that a Change in Control has occurred.

For purposes of subparagraph 5(g), "Acceleration Date" shall mean the date on which a majority of the Company's Continuing Directors adopts a resolution (or takes other action) making the determination that a Change in Control of the Company has occurred.

(c)

For the purposes of this Plan, "Continuing Director" shall mean a member of the Board (A) who is not an employee of the Company or its subsidiaries or of a holder of, or an employee or an affiliate of an entity or group that holds, thirty-five percent (35%) or more of the Company's Shares and (B) who either was a member of the Board on September 4, 1985, or who subsequently became a director of the Company and whose election, or nomination for election, by the Company's shareholders was approved by a vote of a majority of the Continuing Directors then on the Board (which term, for purposes of this definition, shall mean the whole Board and not any committee thereof). Any action, approval of which shall require the approval of a majority of the Continuing Directors, may be authorized by one Continuing Director, if he is the only Continuing Director on the Board, but no such action may be taken if there are not Continuing Directors on the Board.

12.  TERMINATION WITHOUT CAUSE

        For purposes of this Plan, "Termination Without Cause" shall mean a termination of the participant's employment with the Company or a subsidiary by the Company or the subsidiary other than (i) for disability as described in paragraph 9 or (ii) for Cause." "Cause" shall mean (a) an act or omission by the participant that constitutes a felony or any crime involving moral turpitude; or (b) willful gross negligence or willful gross misconduct by the participant in connection with his employment by the Company or by a subsidiary which causes, or is likely to cause, material loss or damage to the Company. Notwithstanding anything herein to the contrary, if the participant's employment with the Company or one of its subsidiaries shall terminate due to a Change in Control of the Company as described in Subsection 11(a)(iii), where the purchaser, as described in such subsection, formally assumes the Company's obligations under this Plan or places the participant in a similar or like plan with no diminution of the value of the awards, such termination shall not be deemed to be a "Termination Without Cause."

13.  CONSTRUCTIVE TERMINATION

        "Constructive Termination" shall mean a termination of employment with the Company or a subsidiary at the initiative of the participant that the participant declares by prior written notice delivered to the Secretary of the Company to be a Constructive Termination by the Company or a subsidiary and which follows (a) a material decrease in his salary or (b) a material diminution in the authority, duties or responsibilities of his position with the result that the participant makes a determination in good faith that he cannot continue to carry out his job in substantially the same manner as it was intended to be carried out immediately before such diminution. Notwithstanding anything herein to the contrary, Constructive Termination shall not occur within the meaning of this paragraph 13 until and unless 30 days have elapsed from the date the Company receives such written notice without the Company curing or causing to be cured the circumstance or circumstances described in this paragraph 13 on the basis of which the declaration of Constructive Termination is given.

16

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14.  ADVERSE CHANGE IN THE PLAN

        An "Adverse Change in the Plan" shall mean

(a)

termination of the Plan pursuant to subparagraph 19(a);



(b)

amendment of the Plan pursuant to paragraph 18 that materially diminishes the value of Awards that may be granted under the Plan, either to individual participants or in the aggregate, unless there is substituted concurrently authority to grant long-term incentive awards of comparable value to individual participants in the Plan or in the aggregate, as the case may be; or,



(c)

in respect of any holder of an Award a material diminution in his rights held under such Award (except as may occur under the terms of the Award as originally granted) unless there is substituted concurrently a long-term incentive award with a value at least comparable to the loss in value attributable to such diminution in rights.

15.  DILUTION AND OTHER ADJUSTMENTS

        In the event of any change in the Outstanding Shares of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination or exchange of Shares or other similar event, and if the Committee shall determine, in its sole discretion, that such change equitably requires an adjustment in the number or kind of Shares that may be issued under the Plan pursuant to subparagraph 4(b), in the number or kind of Shares subject to, or the Stock Option price per share under, any outstanding Stock Option, in the number or kind of Shares which have been awarded as Restricted Stock or in the repurchase option price per share relating thereto, in the number of Maximum Value or Actual Value of Performance Shares which have been awarded to any participant, or in any measure of performance, then such adjustment shall be made by the Committee and shall be conclusive and binding for all purposes of the Plan.

16.  DESIGNATION OF BENEFICIARY BY PARTICIPANT

        A participant may name a beneficiary to receive any payment to which he may be entitled in respect of Performance Shares or Performance Units under the Plan in the event of his death, on a form to be provided by the Committee. A participant may change his beneficiary from time to time in the same manner. If no designated beneficiary is living on the date on which any amount becomes payable to a participant's executors or administrators, the term "beneficiary" as used in the Plan shall include such person or persons.

17.  MISCELLANEOUS PROVISIONS

(a)

No employee or other person shall have any claim or right to be granted an Award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving an employee any right to be retained in the employemployees of the Company, or any subsidiary.



(b)

A participant's rightsother persons whose advice and interest under the Plan may not be assigned or transferred in whole or in part either directly or by operation of law or otherwise (except in the event of a participant's death), including but not limited to, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner and no such right or interest of any participant in the Plan shall be subject to any obligation or liability or such participant.



(c)

No Shares shall be issued hereunder unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable Federal and state securities laws and Bermuda law.

17

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(d)

The Company and its subsidiaries shall have the right to deduct from any payment made under the Plan any federal, state or local income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to issue Shares upon exercise of a Stock Option, upon settlement of a Stock Appreciation Right, or upon payment of a Performance Share or a Performance Unit that the participant (or any beneficiary or person entitled to payment under subparagraph 5(d)(iii)(C) hereof) pay to the Company, upon its demand, such amount as may be required by the Company for the purpose of satisfying any liability to withhold Federal, state or local income or other taxes. If the amount requested is not paid, the Company may refuse to issue Shares.



(e)

The expenses of the Plan shall be borne by the Company. However, if an Award is made to an employee of a subsidiary:



(i)

if such Award results in payment of cash to the participant, such subsidiary shall pay to the Company an amount equal to such cash payment; and



(ii)

if the Award results in the issuance to the participant of Shares, such subsidiary shall pay to the Company an amount equal to fair market value thereof, as determinedare sought by the Committee, on attend any meeting of






the dateCommittee to provide such Shares are issued (or, inpertinent information as the caseCommittee requests. The Committee may exclude from its meetings any persons it deems appropriate.

The Committee shall maintain minutes or other records of issuance of Restricted Stock or of Shares subject to transfer and forfeiture conditions, equalits meetings.

The Committee shall give regular reports to the fair market value thereofBoard on the dateits meetings and on which such Shares are no longer subject to applicable restriction), minus the amount, if any receivedother matters as required by the Company in exchange for such Shares.




(f)

The Plan shall be unfunded. The Company shall not be required to establish any specialthis Charter or separate fund or to make any other segregation of assets to assure the payment of any Award under the Plan.



(g)

By accepting any Award or other benefit under the Plan, each participant and each person claiming under or through him shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, any action taken under the Plan by the Company,as the Board or the Committee.

18.  AMENDMENT

        The Plan may be amended at any time andshall from time to time byspecify.

Except as expressly provided in this Charter, the Board, but no amendment which increases the aggregate number of Shares which may be issued pursuant to the PlanBye-laws or the class of employees eligible to participate shall be effective unless and until the same is approved by the shareholders of the Company. No amendment of the Plan shall adversely affect any right of any participant with respect to any Award previously granted without such participant's written consent.

19.  TERMINATION

        This Plan shall terminate upon the earlier of the following datesCorporate Governance Guidelines, or events to occur:

(a)

the adoption of a resolution of the Board terminating the Plan; or



(b)

ten years from the date the Plan is initially or subsequently approved and adopted by the shareholders of the Company in accordance with paragraph 19 hereof.

No termination of the Plan shall alter or impair any of the rights or obligations of any person, without his consent, under any Award previously granted under the Plan.

18

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20.  SHAREHOLDER ADOPTION

        The Plan shall be submitted to the shareholders of the Company for their approval or adoption. The Plan shall not be effective and no Award shall be made hereunder unless and until the Plan has been so approved and adopted by the shareholders in the manneras required by law, regulation or NYSE listing standards, the lawsCommittee shall set its own rules of Bermuda and the State of Delaware.procedure.

As originally approved by the Board of Directors, September 4, 1985 and adopted by the sole shareholder September 23, 1985. The Plan was amendedApproved by the Board of Directors on August 13, 1986.26, 2004.




DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

PROXY

WHITE MOUNTAINS INSURANCE GROUP, LTD.

Proxy Solicited on Behalf of the Board of Directors of the Company
for the Annual General Meeting of Members to be Held on October 21, 2004

        The Plan was further amendedundersigned hereby appoints George J. Gillespie, III and Raymond Barrette, and each of them, proxies with full power of substitution, to vote all Common Shares of the undersigned at the 2004 Annual General Meeting of Members to be held October 21, 2004, and at any adjournment thereof, upon all subjects that may properly come before the meeting including the matters described in the proxy statement furnished herewith, subject to any directions indicated on February 15,1995the reverse of this card. If no directions are given, the proxies will be voted FOR the Election of the Company's Directors, FOR the Election of Directors of Sirius International Insurance Corporation, FOR the Election of Directors of Fund American Reinsurance Company, Ltd. and subsequently approved by shareholdersScandinavian Reinsurance Company Ltd., FOR the Election of Directors of any New Non-United States Operating Subsidiary, FOR Approval of the Appointment of the Company's Independent Registered Public Accounting Firm, and at their discretion on May 24, 1995. The Plan was further amendedany other matter that may properly come before the meeting.

        Your vote is important! Please sign and date on May 21, 2001the reverse side and subsequently adopted by shareholders on August 23, 2001. The Plan was further amended on February 24, 2003 and subsequently adopted by Shareholders on                        return promptly in the enclosed postage-paid envelope or otherwise to White Mountains Insurance Group, Ltd., 2003.c/o EquiServe, P.O. Box 8694, Edison, NJ 08818-8694.

19

C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

ý

Please mark your
votes as in this
example.

This proxyProxy, when properly executed will be voted in the manner directed herein. If no directions are made, this proxy will be voted FOR Proposals 1, 2, 3, 4 5 and 6.5.

        The Board of Directors recommends a vote "FOR" Proposals 1, 2, 3, 4 and 5.

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