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                                                                   Exhibit 10.10

FOLKSAMERICA HOLDING COMPANY, INC.
LONG-TERM INCENTIVE PLAN - 2003 AND PRIOR

1.   PURPOSE

     The purpose of the Folksamerica Holding Company, Inc. Long-Term Incentive
     Plan (the "Plan") is to advance the interests of Folksamerica Holding
     Company, Inc. (the "Company") and its stockholders by providing long-term
     incentives to certain key executives of the Company and of its
     subsidiaries.

2.   ADMINISTRATION

     The Plan shall be administered by the Human Resources Committee ( the
     "Committee") of the Board of Directors (the "Board") of the Company. No
     member of the Committee shall be an employee of the Company or a subsidiary
     of the Company or shall have been eligible within one year prior to his
     appointment to receive awards under the Plan ("Awards") or to receive
     awards under any other plan of the Company or its subsidiaries under which
     participants are entitled to acquire stock, stock options or stock
     appreciation rights of the Company or any of its subsidiaries.

     The Committee shall have exclusive authority to select the employees to be
     granted Awards, to determine the type, size and terms of the Awards and to
     prescribe the form of the instruments embodying 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. 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 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

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     corporation" as defined in Section 424(f) of the Internal Revenue Code of
     1986, as amended (the "Code").

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

4.   AWARDS

     (a)  TYPE OF AWARDS. Awards shall be limited to the following four types:
          (i) "Stock Options," (ii) "Stock Appreciation Rights", (iii)
          "Restricted Stock" and (iv) "Performance Shares." 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 $.01 per share ("Shares"). A Stock
          Appreciation Right is a right to receive, without payment to the
          Company, cash and/or Shares in lieu of the purchase of Shares under
          the Stock Option to which the Stock Appreciation Right relates.

     (b)  MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED. A maximum of 1,000,000
          Shares, subject to adjustment as provided in paragraph 14, may be
          issued under the Plan. For purposes of the foregoing, the exercise of
          a Stock Appreciation Right shall constitute the issuance of Shares
          equal to the Shares covered by the related Stock Option. Shares issued
          pursuant to the Plan may be either authorized but unissued Shares or
          reacquired Shares, or both. If any Shares issued as Restricted Stock
          shall be repurchased pursuant to the Company's option described in
          paragraph 6 below, or if any Shares issued under the Plan shall be
          reacquired pursuant to restrictions imposed at the time of issuance,
          such Shares may again be issued under the Plan.

  (c)     RIGHTS WITH RESPECT TO SHARES.

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

          (ii)   An employee to whom Stock Options, Stock Appreciation Rights or
                 Performance Shares are granted (and any person succeeding to
                 such employee's rights pursuant to the Plan) shall have no
                 rights as a shareholder with respect to any Shares issuable
                 pursuant thereto until the date of the issuance of a stock
                 certificate (whether or not delivered) therefor. Except as
                 provided in paragraph 14, no adjustment shall be made

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                 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.

     (d)  MARKET VALUE OF SHARES. "Market value of Share(s)" on any day means
          (i) if Shares are listed on the New York Stock Exchange, the last sale
          price, regular way, or, in case no such sale takes place on such day,
          the average of the closing bid and asked prices, regular way, in
          either case as reported in the principal consolidated transaction
          reporting system with respect to securities listed or admitted to
          trading on the New York Stock Exchange or, if Shares are not listed or
          admitted to trading on the New York Stock Exchange, as reported in the
          principal consolidated transaction reporting system with respect to
          securities listed on the principal national securities exchange on
          which Shares are listed or admitted to trading or, if Shares are not
          listed or admitted to trading on any national securities exchange, the
          last quoted sale price or, if not so quoted, the average of the high
          bid and the low asked prices in the over-the-counter market, as
          reported by NASDAQ or such other system then in use, or, if on any
          such date Shares are not quoted by any such organization, the average
          of the closing bid and asked prices as furnished by one or more
          professional market makers making a market in Shares and (ii) if
          Shares are not publicly held or so listed or publicly traded, the
          fully diluted book value per Share as determined by the Committee in
          accordance with United States generally accepted accounting
          principles.

5.   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

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

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

     (b)  The Committee shall initially determine the number of Shares to be
          subject to each Stock Option. The number of Shares subject to a Stock
          Option will

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          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 subparagraph 7(a) are paid, such
          reduction to be made in accordance with the provisions of subparagraph
          7(e)(ii).

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

     (d)  The Stock Option shall not be exercisable:

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

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

          (iii)  unless the person exercising the Stock Option 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:

                 (A)  if such person shall cease to be an officer or employee of
                      the Company or one of its subsidiary corporations solely
                      by reason of a period of Related Employment as defined in
                      paragraph 9, he may, during such period of Related
                      Employment (but in no event after the Stock Option has
                      expired under the provisions of

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                      subparagraph 5(d)(i) hereof), exercise such Stock Option
                      as if he continued to be such an officer or employee; or

                 (B)  if an optionee shall become disabled as defined in
                      paragraph 8 he may, at any time within three years of the
                      date he becomes disabled (but in no event after the Stock
                      Option has expired under the provisions of subparagraph
                      5(d)(i) hereof), exercise the Stock Option with respect to
                      (i) any Shares as to which he could have exercised the
                      Stock Option on the date he became disabled and (ii) if
                      the Stock Option is not fully exercisable on the date he
                      becomes disabled, the number of additional Shares as to
                      which the Stock Option would have become exercisable had
                      he remained an employee through the next two dates on
                      which additional Shares were scheduled to become
                      exercisable under the Stock Option; or

                 (C)  if an optionee shall die while holding a Stock Option, his
                      executors, administrators, heirs or distributees, as the
                      case may be, at any time within one year after the date of
                      such death (but in no event after the Stock Option has
                      expired under the provisions of subparagraph 5(d)(i)
                      hereof), may exercise the Stock Option with respect to (i)
                      any Shares as to which the decedent could have exercised
                      the Stock Option at the time of his death, and (ii) 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 subparagraph 5(d)(iv)(B) hereof, the
                      three-year period following a retirement as described in
                      subparagraph 5(d)(iv)(D) hereof or any period following a
                      voluntary termination in respect of which death, the
                      number of additional Shares as to which the Stock Option
                      would have become exercisable had he remained an employee
                      through the next date or, if applicable, two dates on
                      which additional Shares were scheduled to become
                      exercisable under the Stock Option provided, however, that
                      if death occurs during the three-year period following a
                      disability as described in subparagraph 5(d)(iv)(B)
                      hereof, the three-year period following a retirement as
                      described in subparagraph 5(d)(iv)(D) hereof or any period
                      following a voluntary termination in respect of which the
                      Board has exercised its discretion to grant continuing
                      exercise rights as provided in subparagraph 5(d)(iv)(E)
                      hereof, the Stock Option shall not become exercisable as
                      to any Shares in addition to those as to

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                      which the decedent could have exercised the Stock Option
                      at the time of his death; or

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

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

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

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

          (i)    A Stock Appreciation Right may be exercised only:

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

                 (B)  if:

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

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                      (2)  the optionee has become disabled or ceased to be an
                           officer or employee by reason of his retirement under
                           an approved retirement program of the Company or a
                           subsidiary (or such other plan as may be approved by
                           the Committee, in its sole discretion, for this
                           purpose); 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 subparagraph
                 5(d)(iv)(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 value equal to the excess of the
                 value of one Share over the 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 or 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 receipt by the Committee
                 of written notice of the exercise of the Stock Appreciation
                 Right. The value of a Share for this purpose shall be the fair
                 market value thereof on the last business day preceding the
                 date of the election to exercise the Stock Appreciation Right,
                 provided that if notice of such election is received by the
                 Committee more than three business days after the date of such
                 election (as such date of election is stated in the notice of
                 election), the Committee may, but need not, determine the 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 subparagraph
                 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.

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     (g)  Notwithstanding anything herein to the contrary:

          (i)    in the event an Unfriendly Change in Control of the Company, as
                 defined in subparagraph 10(b), occurs, then as of the
                 Acceleration Date, as defined in subparagraph 10(b), each Stock
                 Option granted hereunder shall be exercisable in full;
                 provided, however, that in the case of an officer subject to
                 Section 16(b) of the Exchange Act, no Stock Option shall become
                 exercisable until the expiration of the period ending six
                 months after the date of grant of the Stock Option hereunder;
                 and

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

                      (1)  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
                           subparagraphs (5)(d)(i)), and

                      (2)  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 Constructive
                           Termination (but in no event after the option has
                           expired under the provisions of subparagraph
                           5(d)(i)). Notwithstanding anything in this
                           subparagraph 5(g) to the contrary, (x) in the case of
                           an officer subject to Section 16(b) of the Exchange
                           Act, no Stock Option shall become exercisable until
                           the expiration of the period ending six months after
                           the date of grant of the Stock Option hereunder.

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.

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     (b)  Shares issued may not be sold, assigned, transferred, pledged,
          hypothecated or otherwise disposed of, except by will or the laws of
          descent and distribution, for such period from the date on which the
          Award is granted (the "Restricted Period") as the Committee shall
          determine. The Company shall have the option to repurchase the Shares
          subject to the Award at such price as the Committee shall have fixed,
          in its sole discretion, when the Award was made, which option will be
          exercisable if the participant's continuous employment with the
          Company or a subsidiary shall terminate for any reason, except solely
          by reason of an event described in paragraph 6(c), prior to the
          expiration of the Restricted Period or the earlier lapse of the
          option. Such option shall be exercisable on such terms, in such manner
          and during such period as shall be determined by the Committee when
          the Award is made. Certificates for Shares issued pursuant to
          Restricted Stock Awards shall bear an appropriate legend referring to
          the foregoing option and other restrictions. Any attempt to dispose of
          any such Shares in contravention of the foregoing option and other
          restrictions shall be null and void and without effect. If Shares
          issued pursuant to a Restricted Stock Award shall be repurchased
          pursuant to the option described above, the participant to whom the
          Award was granted, or in the event of his death after such option
          become exercisable, his executor or administrator, shall forthwith
          deliver to the Secretary of the Company any certificates for the
          Shares awarded to the participant, accompanied by such instruments of
          transfer, if any, as may reasonably be required by the Secretary of
          the Company. If the option described above is not exercised by the
          Company, such option and the restriction imposed pursuant to the first
          sentence of this subparagraph 6(b) shall terminate and be of no
          further force and effect. Notwithstanding anything to the contrary in
          this paragraph 6 (b), neither any Restricted Period nor any option
          shall lapse to the extent the Company or any subsidiary would be
          unable to take a deduction with respect to such lapse by reason of
          Section 162 (m) of the Code.

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

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

          (ii)   voluntarily terminate his employment with the Company or retire
                 under an approved retirement plan of the Company or of a
                 subsidiary (or such other retirement plan as may be approved by
                 the Committee, in its sole discretion, for this purpose) during
                 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

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                 effective as the date on which such voluntary termination or
                 retirement occurs.

     (d)  In the event within 24 months after a Change in Control as defined in
          subparagraph 10(a) and during the Restricted Period:

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

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

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

7.   PERFORMANCE SHARES

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

     (a)  The Committee shall determine the number of Performance Shares to be
          granted to each participant and whether or not such Performance Shares
          are granted in conjunction with a Stock Option (the "Associated Stock
          Option"). The "Maximum Value" of each Performance Share shall be the
          market value per Share on the date the award is paid or becomes
          payable to participants. Performance Shares may be issued in different
          classes or series having different terms and conditions. In the case
          of any Performance Shares granted in conjunction with an Associated
          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 award period ("Award Period") in respect of any Award of
          Performance Shares shall be such period as the Committee shall
          determine commencing as of the beginning of the fiscal year of the
          Company in which such Award is made. An Award Period may contain a
          number of performance periods; each performance

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          period shall commence on or after the first day of the Award Period
          and shall end no later than the last day of the Award Period. At the
          time each Award is made, the Committee shall establish performance
          objectives to be attained within the performance periods as the means
          of determining the Actual Value. The performance objectives shall be
          based on the Company's growth in intrinsic business value, as outlined
          below, for each of the fiscal years comprising the performance
          period(s). The Actual Value of a Performance Share shall be equal to
          its Maximum Value only if the performance objectives are attained in
          full, but the Committee shall specify the manner in which the Actual
          Value of a Performance Share shall be a portion of such Maximum Value
          if the performance objectives are met in part. In determining Actual
          Value, the Committee may either (i) multiply the total number of
          Shares available for payout at that time with respect to the
          participant by the Actual Value of each individual Share or (ii)
          multiply the Maximum Value of each individual Share by a number of
          Shares equal to or less than the total number of Shares available for
          payout, provided that products obtained in (i) and (ii) are the same.
          The Company's growth in intrinsic business value for any performance
          period shall be measured individually or as a combination of the
          following measurement factors: (i) the sum of the Company's return on
          equity (computed in accordance with generally accepted accounting
          principles ("GAAP")) for any fiscal years in the performance period
          divided by the number of fiscal years in the performance period, (ii)
          the growth in market value per Share for any fiscal years in the
          performance period divided by the number of fiscal years in the
          performance period, or (iii) the sum of the Company's economic return
          on equity (computed as the Company's GAAP return on equity adjusted
          for changes in the intrinsic value of assets whose value differs from
          their GAAP carrying value) for any fiscal years in the performance
          period divided by the number of fiscal years in the performance
          period. The Committee shall determine, no later than the award date
          and prior to the commencement of the performance period of such award,
          which of the above measurement factor(s) will be the relevant
          performance objectives for each award.

     (c)  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 solely by reason of a period of
          Related Employment as defined in paragraph 9, and except as otherwise
          specified in this subparagraph 7(c) or in subparagraph 7(d).
          Notwithstanding the foregoing and without regard to subparagraph 7(b),
          if a participant shall:

          (i)    while in such employment, die or become disabled as described
                 in paragraph 8 prior to the end of the Award Period, the
                 Performance Shares shall be canceled at the end of the next
                 ending performance period and he, or his legal representative,
                 as the case may be, shall receive payment in respect of such
                 Shares which he would have received had he been in continuous
                 employment with the Company through the end of that period

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                 and had the individual performance objectives, if any, that
                 were imposed been achieved; provided, however, that no such
                 continuation shall be deemed to have occurred for purposes of
                 applying subparagraph 7(d) in the event of an Adverse Change in
                 the Plan in respect of the participant following a Change in
                 Control; or

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

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

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

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

     (d)  If within 24 months after a Change in Control of the Company as
          defined in subparagraph 10(a) and prior to the end of an Award Period:

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

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

          (iii)  there occurs an Adverse Change in the Plan, as defined in
                 paragraph 13, in respect of a participant, then:

                 (A)  the participant shall receive the Maximum Value of:

                                      I-12
<Page>

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

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

                           (y)  the total number of months in the Award Period,
                                less

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

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

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

                      (y)  it the determination of the Board was that the
                           performance objectives for the particular Award were
                           not being met at the date of the determination, the
                           Actual Value of the remaining Performance Shares
                           subject to the particular Award shall be such amount
                           as shall have been determined by the Board as
                           provided above in this subparagraph 7(d), but in no
                           event shall Actual Value be less than fifty percent
                           (50%) of Maximum Value. Payment of any amount in
                           respect of Performance Shares as described above in
                           this subparagraph 7(d) shall be made as promptly as
                           possible after the occurrence of one of the events
                           described in clauses 7(d)(i) through 7(d)(iii).
                           Notwithstanding anything herein to the contrary, if,
                           following a Change in Control of the Company as
                           defined in subparagraph 10(a), a

                                      I-13
<Page>

                           participant's employment remains continuous through
                           the end of a performance period, then the participant
                           shall be paid with respect to those Performance
                           Shares for which he would have been paid had there
                           not been a Change in Control and the Actual Value of
                           those Shares shall be determined in accordance with
                           subparagraph 7(e).

     (e)  Except as otherwise provided in subparagraph 7(d), as soon as
          practicable after the end of the performance period or such earlier
          date as the Committee in its sole discretion may designate, the
          Committee shall determine whether the conditions of subparagraphs 7(b)
          and/or 7(c) hereof have been met and, if so, shall certify such fact
          to the Board of Directors and shall ascertain the Actual Value of the
          Performance Shares. If the Performance Shares:

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

          (ii)   were awarded in conjunction with an Associated Stock Option,
                 the Committee shall determine, in accordance with criteria
                 specified by the Committee when the Award was made, (A) to
                 cancel the Performance Shares, in which event no amount in
                 respect thereof shall be paid to the participant or his
                 beneficiary, and the Associated Stock Option shall continue in
                 effect in accordance with its terms, (B) to pay the Actual
                 Value of the Performance Shares to the participant or his
                 beneficiary, in which event the Associated Stock Option shall
                 be canceled, 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 canceled and (2) the Associated Stock Option
                 shall be canceled 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.

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

                                      I-14
<Page>

                 amounts as may accrue thereon until the date or dates of
                 payment, as determined by the Committee in its discretion.

8.   DISABILITY

     For the purposes of this Plan, a participant shall be deemed to be disabled
     if the Committee shall determine that (i) the physical or mental condition
     of the participant is such as would entitle him to payment of monthly
     disability benefits under any disability plan of the Company or a
     subsidiary in which he is a participant or (ii) he is not a participant in
     any such plan but his physical or mental condition would entitle him to
     benefits under any disability plan of the Company if he were a participant
     therein.

9.   RELATED EMPLOYMENT

     For the purposes of this Plan, Related Employment shall mean the employment
     of an individual by an employer which is neither the Company nor a
     subsidiary provided: (i) such employment is undertaken by the individual
     and continued at the request of the Company or a subsidiary; (ii)
     immediately prior to undertaking such employment, the individual was an
     officer or employee of the Company or a subsidiary, or was engaged in
     Related Employment as herein defined; and (iii) such employment is
     recognized by the Committee, in its sole discretion, as Related Employment
     for the purposes of this paragraph 9. The death or disability of an
     individual during a period of Related Employment as herein defined shall be
     treated, for purposes of this Plan, as if the death or onset of disability
     had occurred while the individual was an officer or employee of the
     Company.

10.  CHANGE IN CONTROL

     (a)  For purposes of this Plan, a "Change in Control of the Company" within
          the meaning of this subparagraph 10(a) shall occur if:

          (i)    any person or group (within the meaning of Sections 13(d) and
                 14(d)(2) of the Exchange Act), other than Fund American
                 Enterprises Holdings, Inc. (through its affiliate White
                 Mountains Holdings, Inc.), Folksam Mutual General Insurance
                 Company, Wiener Staedtische Allgemeine Versicherung, P & V
                 Assurances S.C., Forsikringsaktieselskapet Samvirke or the
                 Company, becomes the beneficial owner (within the meaning of
                 Rule 13d-3 under the exchange Act) of more than fifty percent
                 (50%) of the Company's then outstanding Shares;

          (ii)   the Continuing Directors, as defined in subparagraph 10(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 business or business

                                      I-15
<Page>

                 related assets of the Company (including stock of a subsidiary
                 of the Company). A Change in Control of the Company within the
                 meaning of this subparagraph 10(a) also may constitute an
                 Unfriendly Change in Control of the Company within the meaning
                 of this subparagraph 10(b).

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

          (i)    any person or group (within the meaning of Section 13(d) and
                 14(d)(2) of the Exchange Act), other than Fund American
                 Enterprises Holdings, Inc. (through its affiliate White
                 Mountains Holdings, Inc.), Folksam Mutual General Insurance
                 Company, Wiener Staedtische Allgemeine Versicherung, P & V
                 Assurances S.C., Forsikringsaktieselskapet Samvirke or the
                 Company, becomes the beneficial owner (within the meaning of
                 Rule 13d-3 under the Exchange Act) of more than fifty percent
                 (50%) of the Company's then outstanding Shares through a
                 transaction that is opposed by the Company's Chairman and Chief
                 Executive Officer, and

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

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

     (c)  For the purposes of this Plan, "Continuing Director" shall mean a
          member of the Board (A) who is not an employee of the Company or its
          subsidiaries or of a holder of, or an employee or an affiliate of an
          entity or group that holds, more than fifty percent (50 %) of the
          Company's Shares and (B) who either was a member of the Board on
          January 1, 1997, 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.

11.  TERMINATION WITHOUT CAUSE

     For purposes of this Plan, "Termination Without Cause" shall mean a
     termination of the participant's employment with the Company or a
     subsidiary by the Company or the subsidiary other than (i) for disability
     as described in paragraph 8 or (ii) for Cause.

                                      I-16
<Page>

     "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.

12.  CONSTRUCTIVE TERMINATION

     "Constructive Termination" shall mean a termination of employment with the
     Company or a subsidiary at the initiative of the participant that the
     participant declares by prior written notice delivered to the Secretary of
     the Company to be a Constructive Termination by the Company or a subsidiary
     and which follows (a) a material decrease in his salary or (b) a material
     diminution in the authority, duties or responsibilities of his position
     with the result that the participant makes a determination in good faith
     that he cannot continue to carry out his job in substantially the same
     manner as it was intended to be carried out immediately before such
     diminution. Notwithstanding anything herein to the contrary, Constructive
     Termination shall not occur within the meaning of this paragraph 12 until
     and unless 30 days have elapsed from the date the Company receives such
     written notice without the Company curing or causing to be cured the
     circumstance or circumstances described in this paragraph 12 on the basis
     of which the declaration of Constructive Termination is given,

13.  ADVERSE CHANGE IN THE PLAN

     An "Adverse Change in the Plan" shall mean:

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

     (b)  amendment of the Plan pursuant to paragraph 18 that materially
          diminishes the value of Awards that maybe 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.

14.  DILUTION AND OTHER ADJUSTMENTS

     In the event of any change in the Outstanding Shares of the Company by
     reason of any stock split, stock dividend, recapitalization, merger,
     consolidation, reorganization, combination or exchange of Shares or other
     similar event, and if the Committee shall determine, in its sole
     discretion, that such change equitably requires an adjustment in the number
     or kind of Shares that may be issued under the Plan pursuant to
     subparagraph

                                      I-17
<Page>

     4(b), in the number or kind of Shares subject to, or the Stock Option price
     per share under, any outstanding Stock Option, in the number or kind of
     Shares which have been awarded as Restricted Stock or in the repurchase
     option price per share relating thereto, in the Maximum Value or Actual
     Value of Performance Shares which have been awarded to any participant, or
     in any measure of performance, then such adjustment shall be made by the
     Committee and shall be conclusive and binding for all purposes of the Plan.

15.  DESIGNATION OF BENEFICIARY BY PARTICIPANT

     A participant may name a beneficiary to receive any payment to which he
     maybe entitled in respect of Performance Shares 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.

16.  FINANCIAL ASSISTANCE

     If those members of the Board who are ineligible to receive Awards under
     the Plan determine that such action is advisable, the Company may assist
     any person to whom an Award has been granted in obtaining financing from
     the Company under a program of the Company or a subsidiary approved
     pursuant to applicable law or regulation, or from a bank or other third
     party, in such amount as is required to permit the payment of taxes in
     respect of such Award (or, in the case of an Award of a Stock Option, to
     permit the exercise thereof and/or the payment of any taxes in respect
     thereof) to the extent that such taxes (and Stock Option price) exceed the
     cash portion, it any, of the Award. Such assistance may take any form that
     the Committee deems appropriate, including but not limited to a direct loan
     from the Company or a subsidiary, a guarantee of the obligation by the
     Company or a subsidiary, or the maintenance by the Company or a subsidiary
     of deposits with such bank or third party.

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 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 of such participant.

                                      I-18
<Page>

     (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.

     (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 that
          the participant (or any beneficiary or person entitled to payment
          under subparagraph 5(d)(iii)(C) hereof) pay to the Company, upon its
          demand, such amount as may be required by the Company for the purpose
          of satisfying any liability to withhold federal, state or local income
          or other taxes. If the amount requested is not paid, the Company may
          refuse to issue Shares.

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

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

          (ii)   if the Award results in the issuance to the participant of
                 Shares, such subsidiary shall pay to the Company an amount
                 equal to fair market value thereof, as 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.

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

                                      I-19
<Page>

     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
          paragraph 20 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.

                                      I-20