Exhibit 10.12


 


WHITE MOUNTAINS RE LONG TERM INCENTIVE PLAN


 


1.             PURPOSE


 


The purpose of the White
Mountains Re Long Term Incentive Plan (the “Plan”) is to advance the interests
of White Mountains Re Group, Ltd. (the “Company”) by providing long-term
incentives to certain executives and key employees of the Company and certain
of its affiliates.


 


2.             ADMINISTRATION


 


The Plan shall be
administered by the Compensation Committee (the “Committee”) of the Board of
Directors of the Company (the “Board”). 
The Plan will govern the administration of all outstanding Awards, as
defined below, as of the date of Plan adoption and all future Awards through
the date of Plan termination.


 


The Committee shall have
exclusive authority to select the employees to be granted awards under the Plan
(“Awards”) and to determine the size and terms of the Awards.  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.


 


All decisions pertaining to
the Plan reached by the Committee, as described herein, and, if required, the
compensation committee of the White Mountains Insurance Group, Ltd. (the “WTM
Group”) Board of Directors (the “WTM Comp Committee”) shall in all cases be
final and binding.


 


3.             PARTICIPATING AFFILIATES


 


If certain affiliates of the Company wish to
participate in the Plan and their participation shall have been approved by the
Board, the Board of Directors of the affiliate shall adopt a resolution in form
and substance satisfactory to the Committee authorizing participation by the
affiliate in the Plan.


 


Certain affiliates 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 affiliate, 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 such affiliate’s Board of Directors taking such action.  Termination of participation in the Plan
shall not relieve such affiliate of any obligations theretofore incurred by it
under the Plan.


 


 


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4.             AWARDS


 


(a)                                 Eligible
Participants.  Any employee
of the Company or certain of its affiliates is eligible to receive an Award.
The Committee shall select which employees shall be granted Awards hereunder (“Participants”).  No employee shall have a right to receive an
Award hereunder and the grant of an Award to a Participant shall not obligate
the Committee to continue to grant Awards to such Participant in subsequent
periods.


 


(b)                                 Type
of Award. 
Awards shall be in performance units (“Performance
Units”) and phantom performance shares (“Phantom Shares”).


 


5.             PERFORMANCE UNITS


 


The grant of a Performance Unit Award to a
Participant will entitle the Participant to receive, without payment to the
Company, all or part of a specified amount determined by the Committee, if the
terms and conditions specified herein and in the Award are satisfied.  Each Performance Unit Award shall be subject
to the following terms and conditions:


 


(a)                                 The Committee
shall determine the target number of Performance Units to be granted to a
Participant after receiving recommendations from the Company’s Chief Executive
Officer and the Company or certain affiliate’s management team.  Performance Unit Awards may be granted in
different classes or series having different terms and conditions.


 


(b)                                 The period (the
“Award Period”) in respect of any grant of a Performance Unit Award shall be a
three year cycle or as the Committee shall otherwise determine.


 


(c)                                  Participants
are awarded Performance Units at a value of $1,000 per Performance Unit or the
foreign currency equivalent at the beginning of each Award Period (the “Initial
Value”).  For each Award Period, the
value of each Performance Unit shall be compounded forward from its Initial
Value through the end of the Award Period based on the weighted average
underwriting return on deployed capital (“UROC”) produced by the Company during
the Award Period (the “Payment Value”). 
For each Award Period the percentage of Performance Units paid (the “Payment
Percentage”) at the end of the Award Period may vary between 0% and 200% of the
initially awarded Performance Units based upon the actual annual compounded
UROC achieved by the Company and/or one or more affiliates of the Company
during the Award Period as compared to minimum, target and maximum UROC goals
established as of the date such Performance Units were awarded.  The Payment Percentage shall be (i) 0%
if actual UROC is less than or equal to the minimum goal, (ii) 100% if
actual UROC is equal to target, (iii) 200% if actual UROC is equal to or
greater than the maximum goal and (iv) determined by linear interpolation
for actual UROC results between minimum and target or for actual UROC results
between target and maximum.


 


(d)                                 For each Award
Period, the amount payable to a Participant who is qualified to receive such
payment at the end of the Award Period shall be equal to the product 


 


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of (i) the number of
Performance Units awarded to the Participant for the Award Period, (ii) the
Payment Value and (iii) the Payment Percentage.


 


(e)                                  Except as otherwise
determined by the Committee, Performance Units shall be cancelled if the
Participant’s continuous employment with the Company or certain of its
affiliates 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 8.


 


Notwithstanding the
foregoing, if prior to the end of an Award Period a Participant while in such
employment shall (i) retire at age 65 or older with not less than five (5) years
of service, (ii) die or (iii) become disabled as described in Section 7,
then such Participant’s Performance Units that are then outstanding for such
Award Period shall be immediately canceled and the Participant, or the
Participant’s legal representative, as the case may be, shall, following the
end of the year in which the death, disability or retirement occurred, receive
a cash payment in respect of such canceled Performance Units equal to the  product of (a) the number of Performance
Units awarded to the Participant for the Award Period, (b) the Payment
Value calculated through the end of the year that the death, disability or
retirement occurred, (c) the Payment Percentage calculated through the end
of the year that the death, disability or retirement occurred and (d) a fraction
equal to (x) the number of months from the beginning of the Award Period
through the end of the year in which the death, disability or retirement
occurred divided by (y) the total number of months in the Award Period.


 


The Committee, in its sole
discretion, may alter the terms of the retirement qualifications and
calculations without the consent of any Participant.


 


(f)                                   If within 24
months after a Change in Control as defined in Section 9:


 


i.                          there is a
Termination Without Cause, as defined in section 10, of the employment of a
Participant;


 


ii.                       there is
Constructive Termination, as defined in section 11, of the employment of a
Participant; or


 


iii.                    there is Adverse Change in
the LTIP, as defined in section 12, in respect of a Participant;


 


(any such occurrence following a Change in Control
under the above clauses (i), (ii) and (iii) is a “Trigger Event”),
then such Participant’s Performance Units that are then outstanding shall be
immediately canceled and the Participant, or the Participant’s legal representative,
as the case may be, shall receive a cash payment in respect of such canceled
Performance Units equal to the product of (a) the number of Performance
Units awarded to the Participant for the Award Period, (b) the Payment
Value calculated through the  end of the
quarter preceding the Trigger Event, (c) the Payment Percentage calculated
through the end of the quarter preceding the Trigger Event and (d) a
fraction equal to (x) the number of 


 


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whole months from the
beginning of the Award Period through the Trigger Event divided by (y) the
total number of months in the Award Period. 
For purposes of this Section 5 (f), the Payment Value calculated as
of the date of the Trigger Event shall include any gain or loss related to the
Change in Control recognized or to be recognized in the consolidated financial
statements prepared in accordance with United States Generally Accepted
Accounting Principles (“GAAP”) of the WTM Group.  For purposes of this Section 5 (f), the
Payment Percentage calculated as of the end of the quarter preceding the
Trigger Event shall be the greater of 100% or the Payment Percentage calculated
using actual financial results achieved through the end of the quarter
preceding the Trigger Event and including any gain or loss related to the
Change in Control as it relates to the Company, recognized or to be recognized
in the consolidated financial statements prepared in accordance with GAAP of
the WTM Group.


 


(g)                                  Except as
otherwise provided in Section 5(f), as soon as practicable after the end
of each Award Period or such earlier date as the Committee in its sole
discretion may designate, the Committee shall determine, based on the extent to
which the applicable performance objectives have been achieved, (i) the
Payment Value applicable to an Award of Performance Units and (ii) the
Payout Percentage of the Performance Unit Award, and shall certify all of the
foregoing to the Board.  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, or certain affiliates
payment of any amount in respect of the Performance Units shall be made by the
Company as soon as administratively feasible and in any event no later than 2 1⁄2
months after the end of the Company or certain affiliates’ fiscal year in which
the Award Period ends for such Performance Units. Payment for Performance Units
shall be made in cash.


 


6.                                      PHANTOM PERFORMANCE
SHARES


 


The grant of a Phantom Shares 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.  Each Phantom Share shall be subject to the
following terms and conditions:


 


(a)                                 The Committee
shall determine the target number of Phantom Shares to be granted to a
Participant.  The maximum number of
Phantom Shares that may be earned by a Participant for any single Award Period
of one year or longer shall not exceed 50,000. 
Phantom Shares may be granted in different classes or series having
different terms and conditions.  The
Actual Value of a Phantom Share Award shall be the product of (i) the
target number of Phantom Shares subject to the Phantom Share Award, (ii) the
Performance Percentage (as determined below) applicable to the Phantom Share
Award and (iii) the market value of a common share of the WTM Group, par
value $1 per share (“Share”), on the date the Award 


 


 


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is paid or becomes payable
to the Participant. The “Performance Percentage” applicable to a Phantom 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.


 


(b)                                 At the time
each Phantom 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
established with respect to a Phantom 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 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 WTM Group or 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, as
the Committee shall determine. In addition, the Performance Objectives may be
calculated without regard to extraordinary items.


 


(c)                                  The Award
Period in respect of any grant of a Phantom 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 Phantom 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.


 


(d)                                 Except as
otherwise determined by the Committee, Phantom 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 


 


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Period, except by reason of
a period of Related Employment as defined in Section 10 of the White
Mountains Insurance Group Long Term Incentive Plan (“WTM LTIP”), and except as
otherwise specified in this Section or in Section 7 (f) of the
WTM LTIP.


 


Notwithstanding the
foregoing and without regard to Section 7 (g) of the WTM LTIP, if a
Participant shall:


 


i.                          while in such
employment, die or become disabled as described in Section 9 of the WTM
LTIP prior to the end of an Award Period, the Phantom 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 Phantom Shares equal to the product of (1) the
target number of Phantom 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 the Participant was continuously employed by WTM
Group 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 shall be deemed to have occurred for
purposes of applying Section 7(f) in the WTM LTIP in the event of an
Adverse Change in the Plan as defined in the WTM LTIP in respect of the
Participant following a Change in Control, as defined in section 11 (a) of
the WTM LTIP (“WTM Group Change in Control”); or


 


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


 


(e)                                  If within 24
months after a WTM Group Change in Control of the WTM Group LTIP:


 


i.                          there is a
Termination Without Cause, as defined in Section 12 of the WTM LTIP Plan,
of the employment of a Participant;


 


ii.                       there is a
Constructive Termination, as defined in Section 13 of the WTM LTIP Plan,
of the employment of a Participant; or


 


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


 


then
with respect to Phantom Share Awards that were outstanding on the date of the
WTM Group Change of Control each, an “Applicable Award”, each such Award, to
the extent still outstanding at the time of the WTM Group Trigger 


 


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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 WTM Group
Change of Control and subsequently paid out by the Company prior to the
applicable  WTM Group Trigger Event ):


 


(A)                               A Participant
shall be entitled to receive the following with respect to each Applicable
Award: the product of (i) the Applicable Phantom 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
Phantom Shares” is equal to the number of target Phantom 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  WTM Group 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
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 of the applicable  WTM Group Trigger
Event, and


 


(B)                               For Awards
outstanding on the date of the WTM Group Trigger Event, the Company shall, in
addition to the amounts payable under (A) above, pay to the Participant an
amount equal to the product of (i) (x) the total number of target
Phantom Shares in the Award less (y) the Applicable Phantom 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 WTM Group 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 WTM Group 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 Phantom Shares of such Award
Period shall be such determined Performance Percentage, and


 


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(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 Phantom 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  WTM Group Trigger Event and (y) 100%.


 


(f)                                   Except as otherwise
provided in Section 7(f) of the WTM LTIP Plan 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 determine, based on the
extent to which the applicable Performance Objectives have been achieved, the
Performance Percentage applicable to an Award of Phantom Shares, (i) calculate
the Actual Value of the Phantom  Share
Award and (ii) shall certify the foregoing to the Board and shall cause an
amount equal to the Actual Value of the Phantom Shares earned by the
Participant to be paid to him or his beneficiary.


 


(g)                                  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 Phantom Shares shall be made by the Company no later than 2 1/2
months after the end of the Company’s or certain affiliate’s fiscal year in
which such Phantom Shares are earned, and shall be made in cash.


 


7.                                      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
certain affiliates in which the Participant participates.


 


8.                                      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 certain affiliate provided: (i) such employment is
undertaken by the Participant and continued at the request of the Company or a
certain affiliate; (ii) immediately prior to undertaking such employment,
the Participant was an officer or employee of the Company or affiliate, 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 6. 
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.


 


 


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9.                                      CHANGE IN CONTROL


 


For purposes of this Plan, a “Change in Control” within the meaning of
this Section 9 shall occur if:


 


(a)                                 Any person or
group (within the meaning of Section 13(d) of the Securities Exchange
Act of 1934, other than the WTM Group of any of its wholly owned subsidiaries,
becomes the beneficial owner of 20% or more of the outstanding common stock of
the entity for which the Participant’s services are principally performed (or
any intermediate operating or holding company in the ownership chain between
the WTM Group and the entity for which the Participant’s services are
principally performed) and such percentage exceeds the beneficial ownership
percentage of the WTM Group; or


 


(b)                                 the business
for which the Participant’s services are principally performed is disposed of
by the WTM Group pursuant to a sale or other disposition of all or
substantially all of the business or business related assets of the business
for which the participant’s services are principally performed; or


 


(c)                                  there occurs a
Change of Control of the WTM Group as defined in the WTM LTIP Plan or any
similar or successor long-term incentive compensation plan of the WTM Group.


 


10.                               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
Company affiliate other than (i) for death or disability as described in Section 5
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 certain affiliate 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 certain affiliates shall terminate
due to a Change in Control as described in Section 7 where the purchaser,
as described in such subsections, 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.”


 


11.                               CONSTRUCTIVE TERMINATION


 


“Constructive Termination” shall mean a termination
of employment with the Company or an affiliate at the initiative of the
Participant that the Participant declares by prior written notice delivered to
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 


 


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occur within the meaning of this Section 9
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 9 on the basis of
which the declaration of Constructive Termination is given.


 


12.                               ADVERSE CHANGE IN THE PLAN


 


An “Adverse Change in the Plan” shall mean


 


(a)                                 Termination of
the Plan pursuant to Section 14; or


 


(b)                                 Amendment of
the Plan pursuant to Section 14 that materially diminishes the value of
Awards that may be granted under the Plan, either to individual Participants or
in the aggregate, unless there is substituted concurrently authority to grant
long-term incentive awards of comparable value to individual Participants in
the Plan or in the aggregate, as the case may be; or


 


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


 


13.                               DESIGNATION OF BENEFICIARY BY
PARTICIPANT


 


A Participant may name a beneficiary to receive any
payment to which he may be entitled in respect 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.


 


14.                               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 and certain affiliates.


 


(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 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)                                  The Company and
certain affiliates shall have the right to deduct from any payment made under
the Plan any federal, state or local income or other taxes 


 


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required
by law to be withheld with respect to such payment.  It shall be a condition to the obligation of
the Company upon payment of a Performance Unit that the Participant (or any
beneficiary or person entitled to payment under this Plan) 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 such Units.


 


(d)                                 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.


 


(e)                                  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.


 


(f)                                   The expenses of
the Plan shall be borne by the Company. However, if an Award is made to an
employee of an affiliate:


 


i.                          there is a
Termination Without Cause, as defined in section 10, of the employment of a
Participant;


 


ii.                       if such Award
results in payment of cash to the Participant, such affiliate shall pay to the
WTM Group an amount equal to such cash payment; and


 


iii.                    if the Award results in the
issuance to the Participant of Shares, such subsidiary shall pay to the WTM
Group an amount equal to fair market value thereof, as determined by the WTM
Comp Committee, on the date such Shares are issued.


 


15.                               AMENDMENT


 


The Plan may be amended at any time and from time to
time by the Board. Except as otherwise provided herein, 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.


 


16.                               TERMINATION


 


This Plan shall terminate upon the adoption of a
resolution of the Board terminating the Plan. 
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.


 


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