Exhibit
10.15


White Mountains Long-Term Incentive Plan


(as amended)


1.             PURPOSE


The purpose of the White Mountains Long-Term Incentive
Plan (the “Plan”) is to advance the interests of White Mountains Insurance
Group, Ltd. (the “Company”) and its stockholders by providing long-term
incentives to certain executives, consultants and directors of the Company and
of its subsidiaries.


2.             ADMINISTRATION


The Plan shall be administered by the Compensation
Committee (the “Committee”) of the Board of Directors (the “Board”) of the
Company;  provided that each member of
the Committee qualifies as (a) a “non-employee director” under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (b)
an “outside director” under Section 162(m) of the Internal Revenue Code of
1986, as amended (the “Code”).  In the
event that any member of the Committee does not so qualify, the Plan shall be
administered by a sub-committee of Committee members who do so qualify. 
If it is later determined that one or more members of the Committee do not so
qualify, actions taken by the Committee prior to such determination shall be
valid despite such failure to qualify.


The Committee shall have exclusive authority to select
the employees, directors and consultants to be granted awards under the Plan (“Awards”),
to determine the type, size and terms of the Awards and to prescribe the form
of the instruments embodying Awards. 
With respect to Awards made to directors and consultants, the Committee
shall, and with respect to employees may, specify the terms and conditions
applicable to such Awards in an Award agreement.  The Committee shall be authorized to
interpret 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 their 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 


 



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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
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)                                  Eligible Participants.  Any employee, director or consultant of the
Company or any of its subsidiaries is eligible to receive an Award
hereunder.  The Committee shall select
which eligible employees, directors or consultants shall be granted Awards
hereunder.  No employee, director or
consultant shall have a right to receive an Award hereunder and the grant of an
Award to an employee, director or consultant shall not obligate the Committee
to continue to grant Awards to such employee, director or consultant in
subsequent periods.


(b)                                 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.


(c)                                  Maximum Number of Shares That May Be Issued.  A maximum of 400,000 Shares
(subject to adjustment as provided in Section 15) may be granted at target
pursuant to Awards made under the Plan and, accordingly, up to 800,000 Shares
(subject to adjustment as provided in Section 15) may be issued by the Company
in satisfaction of its obligations with respect to such Award grants.  For purposes of the 


 



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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 Section 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.


(d)                                 Rights With Respect to Shares.


(i)                                     A
participant 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)                                  A
participant 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 Section 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
Section 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 a participant.   Each Stock Option shall comply with the
following terms and conditions:


(a)                                  The
per share exercise price shall not be less than the greater of (i) the fair
market value per Share at the time of grant, as determined in good faith by the
Committee, or (ii) the par value per Share. 
However, the exercise price of an Incentive Stock Option granted to a
participant 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 


 



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Employee”) shall not be less than the greater of 110% of such fair
market value, or the par value per Share.


(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 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 Section 7(a) are paid, such reduction to be made in accordance
with the provisions of Section 7(g)(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)                                     after
the expiration of ten years from the date it is granted and 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, (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 to the requirements of any applicable or relevant
laws or regulations, or (C) by a combination of United States dollars and
Shares pursuant to (A) and (B) above;


(iii)                               by
participants who were employees of the Company or one of its subsidiaries at
the time of the grant of the Stock Option unless such participant has been, at
all times during the period beginning with the date of grant 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:


 



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(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 Section 10, he may, during such period of Related Employment (but
in no event after the Stock Option has expired under the provisions of Section
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 Section 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 Section 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 Section 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 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
Section 5(d)(iii)(B) hereof, the three-year period following a retirement as
described in Section 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-


 



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year period
following a disability as described in Section 5(d)(iii)(B) hereof, the
three-year period following a retirement as described in Section 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 Section 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 with the approval of the Committee in its sole
discretion 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 Section 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 Section 5(d)(i) hereof.


(e)                                  The
aggregate market value of Shares (determined at the time of grant of the Stock
Option pursuant to Section 5(a) of the Plan) with respect to which Incentive
Stock Options granted to any participant under the Plan are exercisable for the
first time by such participant during any calendar year may not exceed the
maximum amount permitted under Section 422(d) of the Code at the time of the
Award grant.  In the event this
limitation would be exceeded in any year, the optionee may elect either (i) to
defer to a succeeding year the date on which some or all of such Incentive
Stock Options would first become exercisable or (ii) convert some or all of
such Incentive Stock Options into non-qualified Stock Options.


(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:


 



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(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 Exchange Act;


(2)                                  the
optionee has become disabled or ceased to be an officer or employee by reason
of his retirement with the approval of the Committee in its sole discretion; or


(3)                                  the
optionee has died.


However, if the Stock
Option to which the Stock Appreciation Right relates is exercisable and 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 Exchange Act, the Stock Appreciation
Right may, subject to the approval of the Committee, be exercised during such
periods, as may be specified by the Committee;


(ii)                                  A
Stock Appreciation Right shall entitle the optionee (or any person entitled to
act under the provisions of Section 5(d)(iii)(C) hereof) to surrender
unexercised the related Stock Option (or any portion of such Option) to the
Company and to receive from the Company in exchange therefor that number of
Shares having an aggregate market value equal to the excess of the market value
of one Share (provided that, if such value exceeds 150% of the per share
exercise price specified in such Stock Option, such value shall be deemed to be
150% of such Stock Option price) over the exercise price of such Stock Option price
per share, times the number of Shares subject to the Stock Option, or portion
thereof, which is so surrendered.  The
Committee shall be entitled to elect to settle the obligation arising out of
the exercise of a Stock Appreciation Right by the payment of cash equal to the
aggregate value 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 


 



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receipt by the
Committee of written notice of the exercise of the Stock Appreciation
Right.  The market value of a Share for
this purpose shall be the 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), the Committee may, but need not, determine
the market value of a Share as of the day preceding the date on which the
notice of election is received;


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


(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 transferable pursuant to Section 5 (c) hereof,


(g)                                 Notwithstanding
anything herein to the contrary:


(i)                                     in
the event an Unfriendly Change in Control, as defined in Section 11(b), occurs,
then as of the Acceleration Date, as defined in Section 11(b), each Stock
Option granted hereunder shall be exercisable in full; and


(ii)                                  in
the event a Change in Control as defined in Section 11(a) occurs and within 24
months thereafter: (A) there is a Termination Without Cause, as defined in
Section 12, of an optionee’s employment; or (B) there is a Constructive
Termination as defined in Section 13, of an optionee’s employment; or (C) there
occurs an Adverse Change in the Plan, as defined in Section 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, at any time within 30 days of
such Termination Without Cause or such Constructive Termination (but in no
event after the option has expired under the provisions of Sections (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 and prior to the date 30 days following his termination of employment as a
result of a Termination Without Cause or a 


 



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Constructive
Termination (but in no event after the option has expired under the provisions
of Section 5(d) (i)).


6.             RESTRICTED STOCK


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


(a)                                  The
Committee shall determine the number of Shares to be issued to a participant
pursuant to the Award.


(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
Section 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 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 Section 6(b) shall terminate and be of no further
force and effect.  Notwithstanding
anything to the contrary in this Section 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:


 



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(i)                                     die
or become disabled (as defined in Section 9) 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 during the 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 Section
11(a) and during the Restricted Period


(i)                                     there
is a Termination Without Cause, as defined in Section 12, of the employment of
a participant;


(ii)                                  there
is a Constructive Termination, as defined in Section 13, of the employment of a
participant; or


(iii)                               there
occurs an Adverse Change in the Plan, as defined in Section 14, in respect of a
participant, then


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.


7.             PERFORMANCE SHARES


The grant of a Performance Share Award 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 Section 7(h).  Each
Performance Share Award shall be subject to the following terms and conditions:


(a)                                  The
Committee shall determine the target number of Performance Shares to be granted
to a participant and whether or not such Performance Shares are granted in
conjunction with a Stock Option (the “Associated Stock Option”).  The maximum number of Performance Shares that
may be earned by a participant for any single Award Period of one year or
longer shall not exceed 50,000. 
Performance Share Awards may be granted in different classes or series
having different terms and conditions.  In the case of any Performance Shares granted
in conjunction with an Associated 


 



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Stock Option,
the number of Performance Shares 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 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
Actual Value of a Performance Share Award shall be the product of (i) the
target number of Performance Shares subject to the Performance Share Award,
(ii) the Performance Percentage (as determined below) applicable to the
Performance Share Award and (iii) the market value of a Share on the date the
Award is paid or becomes payable to the employee.  The “Performance Percentage” applicable to a
Performance Share Award shall be a percentage of no less than 0% and no more
than 200%, which percentage shall be determined by the Committee based upon the
extent to which the Performance Objectives (as determined below) established
for such Award are achieved during the Award Period.  The method for determining the applicable
Performance Percentage shall also be established by the Committee.


(c)                                  At
the time each Performance Share Award is granted, the Committee shall establish
performance objectives (“Performance Objectives”) to be attained within the
Award Period as the means of determining the Performance Percentage applicable
to such Award.  The Performance
Objectives shall be approved by the Committee (i) while the outcome for that
Award Period is substantially uncertain and (ii) no more than 90 days after the
commencement of the Award 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
Award Period.  The Performance Objectives
established with respect to a Performance Share Award shall be specific
performance targets established by the Committee with respect to one or more of
the following criteria selected by the Committee: (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 


 



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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 ventures 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.


(d)                                 The
award period (the “Award Period”) in respect of any grant of a Performance
Share Award shall be such period as the Committee shall determine commencing as
of the beginning of the fiscal year of the Company in which such grant 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.  If the
Committee does not specify in a Performance Share Award agreement or elsewhere
the performance periods contained in an Award Period, each 12-month period
beginning with the first day of such Award Period shall be deemed to be a
performance period.


(e)                                  Except
as otherwise determined by the Committee, Performance Shares shall be canceled
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 by reason of a period of Related
Employment as defined in Section 10, and except as otherwise specified in this
Section 7(e) or in Section 7(f). 
Notwithstanding the foregoing and without regard to Section 7(g), if an
employee participant shall:


(i)                                     while
in such employment, die or become disabled as described in Section 9 prior to
the end of an Award Period, the Performance Shares for such Award Period shall
be immediately canceled and he, or his legal representative, as the case may
be, shall receive as soon as administratively feasible a payment in respect of
such canceled Performance Shares equal to the product of (1) the target number
of Performance Shares for such Award, (2) the market value of a Share at the
time of the death or disability and (3) a fraction, the numerator of which is
equal to the number of performance periods within the Award Period during which
employee was continuously employed by the Company or its subsidiaries
(including, for this purpose, the performance period in which the death or
disability occurs), and the denominator of which is equal to the total number
of performance periods within such Award Period; provided, however, that no
such continuation 


 



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shall be deemed to have occurred for purposes of applying Section 7(f)
in the event of an Adverse Change in the Plan in respect of the participant
following a Change in Control; or


(ii)                                  retire
prior to the end of the Award Period, the Performance Shares shall be
immediately canceled and any payments made to the participant in respect of
such canceled Performance Shares shall be in the sole discretion of the
Committee, and


(f)                                    If
within 24 months after a Change in Control as defined in Section 11(a):


(i)                                     there
is a Termination Without Cause, as defined in Section 12, of the employment of
a participant;


(ii)                                  there
is a Constructive Termination, as defined in Section 13, of the employment of a
participant; or


(iii)                               there
occurs an Adverse Change in the Plan, as defined in Section 14, in respect of a
participant (any such occurrence under the above clauses (i), (ii) or (iii), a “Trigger
Event”), then


with respect to Performance Share Awards that were outstanding on the
date of the Change of Control (each, an “Applicable Award”), each such Award,
to the extent still outstanding at the time of the Trigger Event, shall be
canceled and, in respect of each Applicable Award (including those not still
outstanding), such participant shall be entitled to receive a cash payment
equal to the sum of the amounts calculated under (A) and (B) below, less
any amounts, if any, previously paid in respect of such Applicable Award (i.e.,
payments in respect of Awards outstanding as of the Change of Control and
subsequently paid out by the Company prior to the applicable Trigger Event):


(A)                              An
employee shall be entitled to receive the following with respect to each
Applicable Award: the product of (i) the Applicable Performance Shares (as
determined below), (ii) 200% (representing the applicable Performance
Percentage) and (iii) the Applicable Share Value (as determined below).  For this purpose, (i)  “Applicable Performance Shares” is equal to
the number of target Performance Shares for each Applicable Award multiplied by
a fraction, the numerator of which is the number of full months elapsed since
the first day of the applicable Award Period to the end of the first month in
which the applicable Trigger Event occurs and the denominator of which is the
total number of months in the Award Period (but which fraction shall not in any
event be greater than 1), and (ii) 


 



 A-13
 









 


the “Applicable
Share Value” is equal to the greater of the market value of a Share immediately
prior to the Change in Control and the market value, if any, of a Share on the
date the applicable Trigger Event occurs; and


(B)                                For
Awards outstanding on the date of the Trigger Event, the Company shall, in
addition to the amounts payable under (A) above, pay to the employee an amount
equal to the product of (i) (x) the total number of target Performance Shares
in the Award less (y) the Applicable Performance Shares in the Award (as
determined above), (ii) the Applicable Share Value (as determined above) and
(iii) the applicable Performance Percentage determined as follows:


(1)                                  Prior
to the consummation of any Change in Control, the Committee shall determine a
Performance Percentage for each then outstanding Award Period based on the
extent to which the applicable Performance Objectives were being achieved for
each such Award Period to the date of the Change in Control,


(2)                                  If
the Performance Percentage for an Award Period was determined by the Committee
(pursuant to subsection (1) above) to be greater than 100%, then the
Performance Percentage applicable to the remaining Performance Shares of such
Award Period shall be such determined Performance Percentage, and


(3)                                  If
the Performance Percentage for an Award Period was determined by the Committee
(pursuant to subsection (1) above) to be less than or equal to 100%, then the
Performance Percentage applicable to the remaining Performance Shares of such
Award Period shall be the greater of (x) such other Performance Percentage
which may be specified by the Committee (or any sub-committee of the Board
which performs duties comparable to the Committee) for such Award Period at the
time of the Trigger Event and (y) 100%.


(g)                                 Except
as otherwise provided in Section 7(f), as soon as practicable after the end of
the Award Period or such earlier date as the Committee in its sole discretion
may designate, the Committee shall (i) determine, based on the extent to which
the applicable Performance Objectives have been achieved, the Performance
Percentage applicable to an Award of 


 



 A-14
 









 


Performance
Shares, (ii) calculate the Actual Value of the Performance Share Award and
(iii) shall certify the foregoing to the Board of Directors.  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 shall be made pursuant to criteria,
specified by the Committee, which shall be uniform for all Awards having the
same performance period.


(h)                                 Unless
payment is deferred in accordance with an election made by the participant in
accordance with procedures adopted by the Company, payment of any amount in
respect of the Performance Shares shall be made by the Company no later than 2
1/2 months after the end of the Company’s fiscal year in which such Performance
Shares are earned, and may be made in cash, in Shares or partly in cash and
partly in Shares as determined by the Committee.


8.             PERFORMANCE UNITS


The grant of a Performance Unit Award to a participant
will entitle him to receive, without payment to the Company, all or part of a
specified amount (the “Earned Value”) determined by the Committee, if the terms
and conditions specified herein and in the Award are satisfied.  Payment in respect of a Performance Unit
Award shall be made as provided in Section 8(h).  Each Performance Unit Award shall be subject
to the following terms and conditions:


 



 A-15
 









 


(a)                                  The
Committee shall determine the target number of Performance Units to be granted
to a participant.  The maximum number of
Performance Units that may be earned by a participant for any single Award
Period of one year or longer shall not exceed 50,000.  Performance Unit Awards may be granted in
different classes or series having different terms and conditions.


(b)                                 The
Earned Value of an Award of Performance Units shall be the product of (i) the
target number of Performance Units subject to the Performance Unit Award, (ii)
the Performance Percentage (as determined below) applicable to the Performance
Unit Award and (iii) the Value (as determined below) of a Unit on the date the
Award is paid or becomes payable to the employee.  The “Performance Percentage” applicable to a
Performance Unit Award shall be a percentage of no less than 0% and no more
than 200%, which percentage shall be determined by the Committee based upon the
extent to which the Performance Objectives (as determined below) established
for such Award are achieved during the Award Period.  The method for determining the applicable
Performance Percentage shall also be established by the Committee.  The “Value” of a Unit shall be determined by
multiplying $100 by the sum of (i) 100% and (ii) the aggregate standard pre-tax
insurance return-on-equity of the Company, any of its subsidiaries or any
combination thereof as set forth in the Award Agreement over the Award Period
(or such earlier date as required by the Plan), as determined in good faith by
the Committee.


(c)                                  At
the time each Performance Unit Award is granted the Committee shall establish
performance objectives (“Performance Objectives”) to be attained within the
Award Period as the means of determining the Performance Percentage applicable
to such Award.  The Performance
Objectives shall be approved by the Committee (i) while the outcome for that
Award 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 established with respect to a Performance
Unit Awards shall be specific performance targets established by the Committee
with respect to one or more of the following criteria selected by the
Committee: (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 


 



 A-16
 









 


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 ventures 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.


(d)                                 The
award period (the “Award Period”) in respect of any grant of a Performance Unit
Award shall be such period as the Committee shall determine commencing as of
the beginning of the fiscal year of the Company in which such grant 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.  If the
Committee does not specify in a Performance Unit Award agreement or elsewhere
the performance periods contained in an Award Period, each 12-month period beginning
with the first day of such Award Period shall be deemed to be a performance
period.


(e)                                  Except
as otherwise determined by the Committee, 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, except solely by reason of a period of Related Employment as defined in
Section 10, and except as otherwise specified in this Section 8(e) or in
Section 8(f).  Notwithstanding the
foregoing and without regard to Section 8(f), if an employee participant shall:


(i)                                     while
in such employment, die or become disabled as described in Section 9 prior to
the end of an Award Period, the Performance Units for such Award Period shall
be immediately canceled and he, or his legal representative, as the case may
be, shall receive as soon as administratively feasible a payment in respect of
such canceled Performance Units equal to the product of (1) the target number
of Performance Units for such Award, (2) the Value of a Unit at the time of the
death or disability and (3) a fraction, the numerator of which is equal to the
number of performance periods within the Award Period during which employee was
continuously employed by the Company or its subsidiaries (including, for this
purpose, the performance period in which the death or disability occurs), and
the denominator of which is equal to the total number of 


 



 A-17
 









 


performance
periods within such Award Period; provided, however, that no such continuation
shall be deemed to have occurred for purposes of applying Section 8(f) in the
event of an Adverse Change in the Plan in respect of the participant following
a Change in Control; or


(ii)                                  retire
prior to the end of the Award Period, the Performance Units shall be
immediately canceled and any payments made to the participant in respect of
such canceled Performance Units shall be in the sole discretion of the
Committee, and


(f)                                    If
within 24 months after a Change in Control as defined in Section 11(a), a
Trigger Event occurs, then with respect to Performance Unit Awards that were
outstanding on the date of the Change of Control (each, an “Applicable Award”),
each such Award, to the extent still outstanding at the time of the Trigger
Event, shall be canceled and, in respect of each Applicable Award (including
those not still outstanding), such participant shall be entitled to receive a
cash payment equal to the sum of the amounts calculated under (A) and (B)
below, less any amounts, if any, previously paid in respect of the
Applicable Award (i.e., payments in respect of Awards outstanding as of the
Change of Control and subsequently paid out by the Company prior to the
applicable Trigger Event):


(A)                              An
employee shall be entitled to receive the following with respect to each Award
canceled under this Section 8(f): the product of (i) the Applicable Performance
Units (as determined below), (ii) 200% (representing the applicable Performance
Percentage) and (ii) the Applicable Unit Value. 
For this purpose, (i) “Applicable Performance Units” is equal to the
number of target Performance Units for each Applicable Award multiplied by a
fraction, the numerator of which is the number of full months elapsed since the
first day of the applicable Award Period to the end of the first month in which
the applicable Trigger Event occurs and the denominator of which is the total
number of months in the Award Period (but which fraction shall not in any event
be greater than 1), and (ii) the “Applicable Unit Value” is equal to the
greater of the Value of a Unit immediately prior to the Change in Control and
the Value of a Unit on the date of the applicable Trigger Event occurs; and


(B)                                For
Awards outstanding on the date of the Trigger Event, the Company shall, in
addition to the amounts payable under (A) above, pay to the employee an amount
equal to the product of (i) (x) the total number of target Performance Units in
the Award less (y) the Applicable Performance 


 



 A-18
 









 


Units in the
Award (as determined above), (ii) the Applicable Unit Value (as determined
above) and (iii) the applicable Performance Percentage determined as follows:


(1)                                  Prior
to the consummation of any Change in Control, the Committee shall determine a
Performance Percentage for each then outstanding Award Period based on the
extent to which the applicable Performance Objectives were being achieved for
each such Award Period to the date of the Change in Control,


(2)                                  If
the Performance Percentage for an Award Period was determined by the Committee
(pursuant to subsection (1) above) to be greater than 100%, then the
Performance Percentage applicable to the remaining Performance Units of such
Award Period shall be such determined Performance Percentage, and


(3)                                  If
the Performance Percentage for an Award Period was determined by the Committee
(pursuant to subsection (1) above) to be less than or equal to 100%, then the
Performance Percentage applicable to the remaining Performance Units of such
Award Period shall be the greater of (x) such other Performance Percentage
which may be specified by the Committee (or any sub-committee of the Board
which performs duties comparable to the Committee) for such Award Period at the
time of the Trigger Event and (y) 100%.


(g)                                 Except
as otherwise provided in Section 8(f), as soon as practicable after the end of
the Award Period or such earlier date as the Committee in its sole discretion
may designate, the Committee shall (i) determine, based on the extent to which
the applicable Performance Objectives have been achieved, the Performance
Percentage applicable to an Award of Performance Units, (ii) calculate the
Earned Value of the Performance Unit Award and (iii) shall certify all of the
foregoing to the Board of Directors.  The
Committee shall cause an amount equal to the Earned Value of the Performance
Units earned by the participant to be paid to him or his beneficiary.


(h)                                 Unless
payment is deferred in accordance with an election made by the participant in
accordance with procedures adopted by the Company, payment of any amount in
respect of the Performance Units shall be made by the Company no later than 2
1/2 months after the end of the Company’s 


 



 A-19
 









 


fiscal year in
which such Performance Units are earned, and may be made in cash, in Shares or
partly in cash and partly in Shares as determined by the Committee.


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
long-term 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 a participant by an employer which is neither the
Company nor a subsidiary provided: (i) such employment is undertaken by the
participant and continued at the request of the Company or a subsidiary; (ii)
immediately prior to undertaking such employment, the participant 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 Section 10.  The death or disability
of a participant 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 participant was an officer or employee of the Company.


11.          CHANGE IN CONTROL


(a)                                  For
purposes of this Plan, a “Change in Control” within the meaning of this Section
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 an underwriter temporarily holding Shares in
connection with a public issuance thereof or an employee benefit plan of the
Company or its affiliates, 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 Section 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 sale or other disposition
of all or substantially all of the 


 



 A-20
 









 


business or
business related assets of the Company (including stock of a subsidiary of the
Company).  A Change in Control within the
meaning of this Section 11(a) also may constitute an Unfriendly Change in
Control within the meaning of this Section 11(b).


(b)                                 A
Change in Control shall be deemed an “Unfriendly Change in Control” if:


(i)                                     any
person or group (within the meaning of Section 13(d) and 14(d)(2) of the
Exchange Act) 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 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 Section 11(c), by
resolution adopted within 30 days following the date the Company becomes aware
that Section 11(b)(i) has been satisfied, determines that a Change in Control
has occurred.


For purposes of Section
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 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 December 31, 2004, 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.


(d)                                 In
the event of a Change in Control, the Committee as constituted immediately
prior to the Change in Control shall determine the manner in which “market
value” of Shares will be determined following the Change in Control.


 



 A-21
 









 


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 death or
disability as described in Section 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 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 total
compensation opportunity 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 Section 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 Section 13 on the basis of which the declaration of Constructive
Termination is given.


14.          ADVERSE CHANGE IN THE PLAN


An “Adverse Change in the Plan” shall mean


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


(b)                                 amendment
of the Plan pursuant to Section 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 


 



 A-22
 









 


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 or extraordinary cash
dividend, recapitalization, merger, consolidation, reorganization, combination
or exchange of Shares or other similar event, or in the event of an
extraordinary cash dividend 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 Section 4 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 target number 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 employ of the Company or any subsidiary.


(b)                                 A
participant’s rights and interest under the Plan may not be assigned or
transferred in whole or in part either directly or by operation of law or 


 



 A-23
 









 


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.


(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 Section 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
determined by the Committee, on the date such Shares are issued (or, in the
case of issuance of Restricted Stock or of Shares subject to transfer and
forfeiture conditions, equal to the fair market value thereof on the date on
which such Shares are no longer subject to applicable restriction), minus the
amount, if any received by the Company in exchange for such Shares.


(f)                                    The
Plan shall be unfunded.  The Company
shall not be required to establish any special 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, the Board or the Committee.


 



 A-24
 









 


18.          AMENDMENT


The Plan may be amended at any time and from time to
time by the Board, but no amendment which increases the aggregate number of
Shares which may be issued pursuant to the Plan 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 dates 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 Section 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.


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 manner required by the laws of Bermuda and the State of Delaware.


As originally approved by the Board of Directors,


September 4, 1985 and adopted by the sole shareholder


September 23, 1985. 
The Plan was amended by the


Board of Directors on August 13, 1986.  The Plan was


further amended on February 15,1995 and subsequently


approved by shareholders on May 24, 1995.  The Plan


was further amended on May 21, 2001 and subsequently


adopted by
shareholders on August 23, 2001.  The
Plan was further amended on May 18, 2003 and subsequently adopted by
Shareholders on May 19, 2003.  The Plan
was further amended on February 23, 2005.


 



 A-25