Exhibit 10.2


 


AMENDMENT
No. 1 to RESTRICTED SHARE AWARD AGREEMENT (this “Amendment”) made as of
this 10th day of August 2010, by and between White
Mountains Insurance Group, Ltd., a Bermuda corporation (the “Company”),
and Raymond Barrette (the “Grantee”).


 


W I
T N E S S E T H :


 


WHEREAS,
the Company and the Grantee entered into a Restricted Share Award Agreement on March 6,
2007 (the “Agreement”); and


 


WHEREAS,
the Company’s Compensation Committee (the “Committee”) has determined to amend
the vesting terms applicable to the restricted shares referred to as the “Change
in Control Restricted Shares” under the Agreement and the Grantee has agreed to
such amendments.


 


NOW,
THEREFORE, it is agreed between the parties as follows:


 


1.  Amendment to Defined Term.  The Change in Control Restricted Shares shall
hereinafter be referred to as the “2013-2015 Time-Vested Restricted Shares”.


 


2.  Amendment to Section 2(b).  The first three sentences of Section 2(b) of
the Agreement are hereby deleted and replaced with the following:


 


“The 2013-2015 Time-Vested
Restricted Shares shall vest, and the Repurchase Option with respect to such
vested 2013-2015 Time-Vested Restricted Shares shall lapse, in three equal
installments on each of the first three anniversaries of the 2013-2015
Reference Date, subject to the continued employment of the Grantee with the
Company through the applicable anniversary. 
For the purposes of this Agreement, the “2013-2015 Reference Date” shall
be January 20, 2012.  In addition,
if (i) the Grantee’s employment with the Company shall be terminated by
the Company without Cause (as defined in the LTIP) or (ii) a Change in
Control (as defined below) shall occur, then any unvested 2013-2015 Time-Vested
Restricted Shares shall become fully vested, and the Repurchase Option with
respect thereto shall lapse, as of the date of such termination or the date of
the consummation of such Change in Control, as the case may be.  The 2013-2015 Time-Vested Restricted Shares, to
the extent unvested, may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent
and distribution.”


 


3.  Amendment to Section 2(c).  The first sentence of Section 2(c) is
hereby deleted and replaced with the following:


 


“The Company shall have
the option (the “Repurchase Option”) to repurchase any unvested Restricted
Share at a price equal to $0.01 per Restricted Share at any time that the
Grantee’s continuous employment with the Company is terminated, except as
otherwise provided in Section 3.”


 

















 


4.  Definitions.  Capitalized but otherwise undefined terms
used in this Amendment have the meanings given to them in the Agreement.


 


5.  Continuing Agreement.  Except as specifically modified by this
Amendment, the Agreement remains in full force and effect. 


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the day and year first above
written.


 


 


	
   

  	
  WHITE
  MOUNTAINS INSURANCE

  
	
   

  	
  GROUP, LTD.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Raymond
  Barrette

  



 


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