Exhibit 10.14


 


SUMMARY OF THE 

WHITE MOUNTAINS INSURANCE GROU

DEFERRED COMPENSATION PLAN


 


I.                                         INTRODUCTION


 


White
Mountains Insurance Group, Ltd. (the “Company”) has established the White
Mountains Insurance Group Deferred Compensation Plan (the “Plan”) to provide
members of the Company’s Board of Directors (the “Board”) and designated key
employees and consultants of the Company and its subsidiaries with the
opportunity to defer the receipt of compensation that would otherwise be
payable to them.  The Company intends
that the Plan be an unfunded, non-qualified deferred compensation plan
maintained primarily for the purpose of providing deferred compensation for
directors and a select group of management or highly compensated employees or
consultants of the Company and its subsidiaries.


 


This
description briefly describes the material features of the Plan.  This summary also describes the material
administrative procedures of the Plan adopted by the Administrator pursuant to
the authority delegated by the Plan, which may be amended or modified from time
to time by the Administrator, the Board or the Human Resources Committee of the
Board (the “Committee”).  The
“Administrator” is the person or committee designated by the Committee as
responsible for the day-to-day operation of the Plan, provided that the
Committee is the Administrator with respect to participants who are nonemployee
directors of the Company.  However, the
Plan document governs the rights and obligations of participants in the Plan
and this description is qualified in its entirety by the Plan document.  In the event of any inconsistency between
this description and the Plan document, the terms of the Plan document will
control.


 


II.                                     ELIGIBILITY


 


Directors
who are not employees of the Company or its subsidiaries are automatically
eligible to participate in the Plan.


 


Before
the beginning of each calendar year (known as a “Plan Year”), the Plan
Administrator will designate those employees of, or consultants to, the Company
and its subsidiaries who are eligible to participate in the Plan.  Employees or consultants eligible to
participate in the Plan are determined on a calendar year-by-calendar year
basis and selection as an eligible individual for one Plan Year does not
guarantee that an employee or consultant will be eligible to participate in the
Plan in subsequent Plan Years.  Eligible
employees and consultants will be promptly notified of their selection and
provided the necessary election forms to participate in the Plan for the
relevant Plan Year.


 


III.                                 DEFERRALS


 


Directors
will be permitted to defer retainers or other fees paid by the Company for
service on the Board or any committee thereof that would otherwise be paid in
the next Plan Year.  An eligible
employee or consultant will be permitted to defer the receipt of compensation
or fees that would otherwise by paid in the next Plan Year.  Specifically, an eligible employee can elect
to defer some or all of the (i) base salary, (ii) annual bonus or (iii) long-term
incentive


 

















 


compensation that, in each case, would be paid to him/her in the next
Plan Year.  Notwithstanding the
foregoing, (i) any director who is first elected to the Board during a Plan
Year or any eligible employee who is first hired by the Company or a
participating subsidiary during a Plan Year may elect within 30 days after
becoming a director or an eligible employee, as applicable, to defer any unpaid
portion of his base salary, annual bonus or long-term incentive compensation in
respect of such Plan Year and (ii) directors and eligible employees may elect
to defer any unpaid base salary, annual bonus or long-term incentive
compensation for the Plan Year in which the Plan is first adopted by the Board.


 


Example.  An
individual designated as an eligible employee in 2003 will have the opportunity
to defer some or all or his/her base salary, annual bonus or long-term
incentive compensation that would otherwise be paid in 2004.


 


To
actually defer amounts under the Plan, an eligible individual must file a
deferral election with the Administrator before the date specified by the
Administrator, which must in any event be before the start of the relevant Plan
Year.  After the date specified by the
Administrator, an eligible individual cannot make, change or revoke any
deferral elections that apply to that year.


 


Example.  An
individual designated as an eligible employee for the 2004 Plan Year must file
a deferral election before the date specified by the Administrator, which must
be on or before December 31, 2003 to defer any compensation that would
otherwise be paid in 2004.  After the
date determined by the Administrator, this eligible employee cannot make,
change or revoke any deferral election that applies to 2004.


 


An
election made by an eligible individual will apply only to the relevant
Plan Year and will not apply to subsequent Plan Years.  Therefore, an eligible individual will need
to make a separate deferral election for each Plan Year in which he/she is
eligible to participate in the Plan.


 


The
Administrator will create a bookkeeping account for each eligible individual
who elects to defer amounts under the Plan. 
A person who actually elects to defer amounts under the Plan is called a
“participant”.


 


The
total amount credited to a participant’s account (which includes deferrals and
all related earnings) cannot exceed $50 million (or such other amount
designated by the Committee).  Any
amounts credited to a participant’s account in excess of the applicable limit
will be promptly distributed to the participant and additional deferrals by the
participant will be suspended.


 


IV.                                 INVESTMENTS


 


A.                                   General
Rules.


 


Amounts
deferred by a participant will be credited to the bookkeeping account
established on his/her behalf by the Administrator on the first business day
after the date it would otherwise have been paid to the participant.  Additions to a participant’s account will be
deemed to be invested as described below as soon as administratively feasible
after the date they are


 


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credited to the participant’s account. 
A participant’s account will be adjusted (as appropriate) based on the
performance of its deemed investments.


 


From
time to time, the Administrator will make certain investment funds available
under the Plan in which a participant may elect to have his/her deferrals
deemed to be notionally invested.  The
investment funds currently available as notional investment alternatives under
the Plan are set forth on Exhibit A. 
The Administrator can add or delete funds at any time without the
consent of participants.


 


A
participant may direct, in accordance with rules established by the
Administrator, the deemed investment of his/her account among the investment
funds available under the Plan.  Except
as otherwise provided herein, a participant’s account will be deemed to be
invested in accordance with his/her instructions.  A participant may amend his/her investment directions by filing a
new investment form with the Administrator. 
A participant’s new investment directions will generally take effect as
set forth on Exhibit A (or on such other timing as specified by the
Administrator).


 


On
each “valuation date”, a participant’s account will be adjusted to reflect any
gains or losses attributable to the deemed investment of his/her account.  A “valuation date” will generally be the
last business day of each calendar quarter (or such other date specified by the
Administrator).  However, certain funds
available under the Plan may have semi-annual or annual valuation dates.


 


A
participant’s account will generally be deemed to be invested in accordance
with the participant’s investment directions. 
However, the Committee may, in its sole discretion, disregard the
participant’s election and treat his/her account as being deemed invested in any
investment fund selected by the Committee. 
In the event that any fund under which any portion of the participant’s
account is deemed to be invested ceases to exist, such portion of the account
thereafter shall be deemed held in the fund selected by the participant or, in
the absence of any instructions from the participant, by the Committee, subject
to subsequent deemed investment elections.


 


The
Administrator will establish rules and procedures regarding the deemed
investment of a participant’s account. 
To the extent inconsistent with this summary, the rules and procedures
adopted by the Administrator shall govern the deemed investment of a
participant’s account.


 


The
Company shall provide an annual statement to the participant showing such
information as is appropriate, including the aggregate amount credited to the
account, as of a reasonably current date.


 


B.                                     Company
Shares.


 


Unless
otherwise determined by the Committee or the Administrator, a deemed investment
alternative of common shares of the Company, par value $1.00 (“Company
Shares”), will be made available under the Plan.  A participant who is a director or who is considered an “officer”
for purposes of Section 16(b) of the Securities Exchange Act of 1934, as
amended (collectively, “Section 16(b) person”) may, but is not required
to, elect to treat up to 100% of the


 


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amounts
he/she defers under the Plan as deemed invested in Company Shares.  Each other participant may, but is not
required to, elect to treat up to 50% of the amounts he/she defers under the
Plan as deemed invested in Company Shares.


 


In
addition, there are additional restrictions on a participant’s ability to
transfer amounts into and out of a deemed investment in Company Shares.  A participant will not be permitted to
notionally invest in Company Shares (i) any amounts deferred under the Plan
that are initially deemed to be invested in an alternative other than Company
Shares or (ii) amounts credited to a participant’s account that are deemed to
be transferred out of Company Shares into another investment alternative.  A participant may, however, have future
amounts deferred under the Plan deemed to be invested in Company Shares.


 


Example
1.  Participant X (who is a Section 16(b) person)
defers $10,000 a year under the Plan, all of which is deemed to be invested in
Company Shares, and has a total of $100,000 of his account deemed to be
invested in Company Shares.  Assume X
elects to transfer $25,000 of the amounts deemed invested in Company Shares to
another investment alternative.  X
cannot ever transfer that $25,000 (or earnings thereon) back into a deemed
investment in Company Shares.  X can
elect, however, to have the $10,000 he defers in each future year deemed to be
invested in Company Shares.


 


Example
2.  Participant Y (who is a Section 16(b)
person) defers $20,000 in a Plan Year. 
Assume Y elects to have $15,000 of such deferral deemed to be invested
in an alternative other than Company Shares. 
Y cannot ever transfer that $15,000 (or earnings thereon) into a deemed
investment in Company Shares.


 


Example
3.  Participant Z, who is not a Section 16b
person, defers $10,000 each Plan Year, $5,000 of which is required to be deemed
invested in an alternative other than Company Shares.  Assume participant Z elects to notionally invest the other $5,000
other than in Company Shares so that none of Z’s $10,000 deferral is deemed to
be invested in Company Shares.  Z cannot
ever transfer any of that $10,000 (or earnings thereon) into a deemed
investment in Company Shares.  Z can
elect, however, to have up to 50% of future deferrals deemed to be invested in
Company Shares.


 


V.                                     DISTRIBUTIONS


 


A.                                   General
Rules


 


At
the time a participant elects to defer amounts under the Plan, he/she must also
make a distribution election with respect to those amounts.  That distribution election applies only to
amounts deferred by the participant in that Plan Year (plus associated gains or
losses from the deemed investment of those amounts), meaning that a participant
must make a separate distribution election for each Plan Year in which he/she
participates.


 


Example.  An
eligible employee who elects to participate in the Plan for Plan Year 1 and
Plan Year 2 must make separate distribution elections for the compensation
deferred in each of Plan Year 1 and Plan Year 2.  The distribution


 


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elections
for the two Plan Years can be identical, but the participant will need to make
two separate elections.  The election for
Plan Year 1 will apply only to the compensation deferred in Plan Year 1, plus
associated gains or losses from the deemed investment of this compensation.


 


A
participant must generally elect to defer amounts to a specific date.  That date can be no earlier than the
January 1 following the Plan Year for which the deferral election is in
effect.  However, regardless of a
participant’s election, distributions under the Plan will commence as soon as
administratively practicable after the participant’s termination of service as
defined in the Plan (but no later than three months after the end of the year
in which termination of service occurs).


 


Example.   A
participant who elects to defer compensation that would otherwise be payable in
2004 must elect to defer that compensation until a date certain (e.g.,
January 1, 2010).  The earliest
date until which a participant can defer receipt of this compensation is
January 1, 2005 (i.e., the January 1 following the Plan Year
for which the deferral election is in effect). 
Regardless of the date chosen by a participant, distribution of his/her
account will begin following his/her termination of employment, if this occurs
before the date selected by the participant.


 


A
participant has two choices regarding the form of distribution: (i) a lump sum
distribution or (ii) a distribution in annual installments over a period of no
more than 10 years.  If a participant
elects a lump sum form of distribution, the relevant portion of his/her account
will be distributed in a lump sum as soon as administratively feasible after
the date determined above.  If a
participant elects an installment form of distribution, the relevant portion of
his/her account will be distributed in annual installments over the period
elected by the participant.  In this
event, the remainder of the participant’s account will continue to be deemed
invested as described above and credited with the applicable deemed investment
gains/losses over the installment period.


 


In
any Plan Year, the first $1,000,000 (or such other amount determined by the
Committee) distributed to a participant will be paid in cash.  Distributions in excess of the relevant
amount in any Plan Year will generally be made in Company Shares.  However, the Committee will consider a
participant’s request to distribute more than $1,000,000 in cash in any Plan
Year.  All distributions made in
connection with a change in control of the Company will be made in cash.


 


B.                                     Death
of the Participant


 


In
the event a participant dies before all his/her entire account has been
distributed, the entire value of his/her account will be distributed to his/her
beneficiary in a lump sum as soon as practicable but not later than 30 days
following the immediately succeeding valuation date following the participant’s
death.  A participant must designate a
beneficiary at the time he/she elects to defer amounts under the Plan and may
change this designation in accordance with procedures adopted by the
Administrator.  If there is no effective
beneficiary designation on file, a participant’s account will be distributed to
his/her estate in the event of his/her death.


 


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C.                                     Changes
in Distribution Elections


 


With
the Committee’s permission, a participant may change any distribution election
on file with the Administrator in accordance with the following rules.  First, a participant may change a
distribution election only if the date on which the distribution would
otherwise be made is more than one year away. 
Second, the date on which the new election takes effect can be no
earlier than the first business day of the calendar quarter following the first
anniversary of the date it is filed with the Administrator.


 


Example
1.  A participant originally elects to have
compensation deferred in 2004 (together with associated gains and losses) paid
in a lump sum on January 1, 2010. 
If the Committee approves, this participant may change this distribution
election any time before January 1, 2009. 
After this date, the participant may not change the distribution
election for the 2004 deferred compensation.


 


Example
2.  A participant originally elects to have
compensation deferred in 2004 (together with associated gains and losses) paid
in a lump sum on January 1, 2010. 
In January 2005, the participant decides that he would like an
earlier distribution, and the Committee approves this decision.  The earliest distribution date the
participant can elect is April 1, 2006 (i.e., the first calendar
quarter ending one year or more after an amended distribution election form is
filed with the Administrator).


 


D.                                    Special
Distributions


 


In
addition to the distributions described above, the following distributions are
also available under the Plan.


 


Distribution
for Emergency Need.  The Committee may, but is not required to,
grant a distribution to a participant who demonstrates the existence of a
severe financial hardship resulting from an extraordinary or unforeseeable
event beyond the participant’s control. 
The participant must apply for this distribution in accordance with, and
meet any conditions established by, the Committee to be eligible to receive any
such distribution.


 


Other
Distribution.  A participant may withdraw all or any part
of his/her account at any time. 
However, to comply with IRS rules, a participant will be required to
forfeit 10% of the value of his/her entire account prior to any such
distribution and the participant shall not be permitted to make any additional
deferrals for the remainder of the year of such withdrawal and the next
calendar year.


 


Change
in Control.  In the event of a Change in Control of the
Company (as defined in the White Mountains Long Term Incentive Plan), a
participant’s entire account will be paid out in a cash lump sum, unless the
participant elects in accordance with procedures adopted by the Administrator
to defer such a distribution to a later date.


 


E.                                      Mandatory
Deferral of Distributions.


 


If
the Committee determines that any amount that would be distributed to a
participant would not be deductible for federal tax purposes, the Committee may
elect to defer the date of such distribution to a later date chosen by the
Committee when the distribution would be deductible.


 


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F.                                      No
Assignment.


 


No
benefit, distribution or payment under the Plan may be anticipated, assigned
(either at law or in equity), alienated or subject to attachment, garnishment,
levy, execution or other legal or equitable process whether pursuant to a
“qualified domestic relations order” as defined in Section 414(p) of the
Internal Revenue Code of 1986, as amended, or otherwise.


 


VI.                                 MISCELLANEOUS


 


Any
amount credited under the Plan on behalf of a participant is a general
unsecured obligation of the Company and the claims of any participant (or
his/her beneficiary) under the Plan shall at all times be merely the claim of
an unsecured creditor of the Company. 
The Company is not required to set aside any assets to offset its
obligations under the Plan.  Further, no
participant (or his/her beneficiary) will have any preferential claim to any
assets set aside to cover the Company’s obligations under the Plan.


 


This
document is only a summary of the Plan. 
A participant’s rights and obligations under the Plan will be determined
in all respects in accordance with the Plan document and the rules and
procedures adopted by the Administrator.


 


Amounts
deferred or distributed under the Plan will be subject to any required tax
withholding.  Participants acknowledge
that amounts deferred under the Plan may be subject to certain federal payroll
taxes at the time of deferral and that the participant will be required to pay
(by payroll deduction or check) to the Company the participant’s share of any
such taxes then due and payable.


 


Any
amount payable pursuant to the Plan shall be reduced at the discretion of the
Administrator to take account of any amount due, and not paid, by the
participant to the Company at the time payment is to be made hereunder.


 


The
Committee may amend or terminate the Plan in any respect at any time without
the consent of participants; provided that no amendment or termination may
reduce the amount credited to a participant’s account on the date of such
amendment or termination.  In the event
of the termination of the Plan, the Committee, in its sole discretion may
choose to pay out participants’ accounts prior to the date distributions would
otherwise begin (a “termination distribution”).  Each participant shall be compensated for the early distribution
of his/her account pursuant to a termination distribution by a payment from the
Company in an amount determined by the Committee to be appropriate to make the
participant whole for such termination distribution.  Otherwise, following a termination of the Plan, income, gains and
losses shall continue to be credited to each account in accordance with the
provisions of the Plan until the time such accounts are paid out.


 


The
Committee has the sole and absolute discretion to interpret and construe the
terms of the Plan; determine the person or persons to whom benefits under the
Plan shall be paid; decide any dispute arising under the Plan; correct any
defects, supply omissions and reconcile inconsistencies as the Committee deems
appropriate; and have all such other powers as may be necessary to discharge
its duties under the Plan, in each case, without the consent of participants.


 


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The
Administrator has the sole and absolute discretion to promulgate and enforce
such rules, regulations and procedures as shall be proper for the efficient
administration of the Plan; determine all questions arising in the
administration of the Plan; compute the amount of benefits and other payments
which shall be payable to any participant in accordance with the provisions of
the Plan; make recommendations to the Board with respect to proposed amendments
to the Plan; advise the Board regarding the known future need for funds to be
available for distribution; file all reports with government agencies, participants
and other parties as may be required by law, whether such reports are initially
the obligation of the Company or the Plan; and have all such other powers as
may be necessary to discharge its duties hereunder.


 


Nothing
in the Plan shall be construed as a guarantee or right of any participant to be
continued as an employee of the Company or its subsidiaries.


 


The
Administrator is required to provide to the Committee on an annual (or more
frequent basis) certain information regarding the Plan, including the number of
participants and their account balances, the portion of a participant’s account
deemed to be invested in Company Shares, each participant’s investment
directions regarding deemed transfers into and out of Company Shares and other
information requested by the Committee.


 


If
the Committee denies any participant’s or beneficiary’s claim for benefits
under the Plan, (i) the Committee shall notify such participant or beneficiary
of such denial by written notice which shall set forth the specific reasons for
such denial and (ii) the participant shall be afforded a reasonable opportunity
for a full and fair review by the Committee of the decision to deny his claim
for Plan benefits.


 


By
electing to become a participant in the Plan, each participant shall be deemed
conclusively to have accepted and consented to all terms of the Plan and all
actions or decisions of the Administrator, the Committee or the Board with
regard to the Plan.  Such terms and
consent shall also apply to, and be binding upon, the Beneficiaries,
distributees and personal representatives and other successors in interest of
each participant.


 


Any
action on matters within the discretion of the Administrator or the Committee
shall be final, binding and conclusive.


 


Except
to the extent preempted by Federal law, all rights under the Plan shall be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of law.  No action shall be brought by or on behalf of any participant or
beneficiary for or with respect to benefits due under the Plan unless the
person bringing such action has timely exhausted the Plan’s claim review
procedure.


 


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EXHIBIT
A


 


	
  NAME OF DEEMED INVESTMENT FUND

  	
   

  	
  DATE DEEMED ELECTIONS TAKE

  EFFECT

  
	
  Vanguard Mutual Funds

  	
   

  	
   

  
	
  •   International Growth
•   International Stock Index
•   Small-Cap Index
•   Windsor
•   Windsor II
•   500 Index
•   Wellington
•   Balanced Index
•   High-Yield Corporate
•   Long-Term Corporate
•   Intermediate Term Treasury
•   Short-Term Corporate
•   Prime Money Market

  	
   

  	
  Next
  Business Day

  
	
  OneBeacon Funds

  	
   

  	
   

  
	
  •    OneBeacon
  Fixed Income
•    OneBeacon
  Fully Managed

  •    OneBeacon
  Equity

  	
   

  	
  Next
  Business Day

  
	
  WTM Common Shares

  	
   

  	
  Next
  Business Day

  
	
  Berkshire Hathaway “B” shares

  	
   

  	
  Next
  Business Day

  
	
  Prospector Partners Fund

  	
   

  	
  First
  Business Day of Next Calendar Quarter

  
	
  Prospector Partners Small Cap Fund

  	
   

  	
  First
  Business Day of Next Calendar Quarter

  
	
  Scion Fund

  	
   

  	
  First
  Business Day of Next Calendar Quarter

  



 


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