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                                                                EXHIBIT 10(f)

             AMENDMENT NO. 1 TO CREDIT AGREEMENT, CONSENT AND WAIVER

     This Amendment, Consent and Waiver (this "Amendment") is entered into as
of June 29, 1999 by and among Folksamerica Holding Company, Inc., a New York
corporation (the "Borrower"), The First National Bank of Chicago,
individually and as Agent ("Agent"),and the other financial institutions
signatory hereto (the "Lenders").

                                    RECITALS

     A. The Borrower, the Agent and the Lenders are party to that certain
$100,000,000 Credit Agreement dated as of February 24, 1999 (the "Credit
Agreement"). Unless otherwise specified herein, capitalized terms used in
this Amendment shall have the meanings ascribed to them by the Credit
Agreement.

     B. The Borrower, the Agent and the undersigned Lenders wish to amend the
Credit Agreement, provide certain consents thereunder and waive certain
provisions thereof on the terms and conditions set forth below.

     Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:

          1. AMENDMENT TO CREDIT AGREEMENT. Upon the Effective Date (as
defined below), the Credit Agreement shall be amended as follows:

               (a) ARTICLE I is amended by deleting the definitions of
     "Aggregate Available Commitment", "Fund" and "Unfunded Liabilities" and
     replacing each in its entirety to read as follows:

               "`Aggregate Available Commitment' means, at any time, (a) the
          Aggregate Commitment at such time LESS (b) the outstanding Facility
          Letter of Credit Obligations at such time LESS (c) the outstanding
          Allowable Fund Indebtedness at such time."

               "`Fund' means White Mountains Insurance Group, Inc., a
          Delaware corporation, formerly known as Fund American Enterprises
          Holdings, Inc."

               "`Unfunded Liabilities' means the amount (if any) by which the
          present value of all vested and unvested accrued benefits under all
          Single Employer Plans exceeds the fair market value of all such
          Plan assets allocable to such benefits, all determined as of the
          then most recent valuation date for such Plans and valued on a
          basis consistent with that used to prepare the Borrower's annual
          audited financial statements."

               (b) ARTICLE I is amended by deleting the proviso at the end of
     the definition of "Allowable Seller Paper" and replacing such proviso in
     its entirety to read as follows:

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               "PROVIDED, that (i) to the extent such Indebtedness has been
          Defeased or (ii) during such time when there are no outstanding
          Advances and no Facility Letter of Credit Obligations, the
          condition set forth in CLAUSE (c) above shall not be applicable."

               (c) ARTICLE I is amended by adding the following definition
     for "Allowable Fund Indebtedness" in its proper alphabetical order:

               "`Allowable Fund Indebtedness' means Subordinated Indebtedness
          of the Borrower issued to Fund, in an aggregate principal amount
          not to exceed $85,000,000, the proceeds of which are used to either
          (a) finance a mandatory prepayment of Advances pursuant to SECTION
          2.2(c) or (b) so long as there are no outstanding Advances, finance
          the general corporate needs of the Borrower; PROVIDED, in either
          case such Indebtedness is issued on terms and conditions
          satisfactory to the Required Lenders, including (i) terms of
          subordination, (ii) default provisions, (iii) limitation on
          amortization of principal and payment of fees and cash interest,
          (iv) interest rates and (v) covenants."

               (d) SECTION 2.2(c) is amended by adding the following at the
     end of the first parenthetical phrase of such section:

          ", excluding SECTION 6.11(i)"

               (e) SECTION 2.5.3(b) is amended by adding the following
     proviso at the end of such section:

          "PROVIDED, that issuance of Allowable Fund Indebtedness subject to
          the prepayment provisions of SECTION 2.2(c) shall not require that
          the Aggregate Commitment be reduced to the extent that Allowable
          Fund Indebtedness is repaid on or prior to June 30, 2000."

               (f) SECTION 5.10 is amended by deleting the first sentence in
     such section and replacing it in its entirety to read as follows:

          "Except as disclosed on SCHEDULE 5.10 or as otherwise disclosed by
          the Borrower in writing to the Lenders, neither the Borrower nor
          any other member of the Controlled Group maintains any Single
          Employer Plans, and no Single Employer Plan has any Unfunded
          Liability."

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               (g) SECTION 6.11 is amended (i) by removing the word "and" at
     the end of SECTION 6.11(h), (ii) by moving the existing SECTION 6.11(i)
     to a new SECTION 6.11(j) and (iii) by replacing SECTION 6.11(i) in its
     entirety with the following:

               "(i) Allowable Fund Indebtedness to the extent that it
          complies with the mandatory prepayment provisions of SECTION
          2.2(c) and the reductions in the Aggregate Commitment provisions
          of SECTION 2.5.3(b); and"

               (h) SECTION 6.16(g) is amended in its entirety to read as
     follows:

               "(g) Liens on (1) the Account in connection with Defeasing
          Allowable Seller Paper or (2) escrow accounts in connection with
          Allowable Seller Paper;"

               (i) SECTION 6.23(b) is amended by deleting the second
     reference contained therein to the dollar amount of "$500,000" and
     replacing it with a reference to the dollar amount of "$1,000,000".

               (j) SECTION 7.18 is amended by deleting the reference
     contained therein to the dollar amount of "$500,000" and replacing it
     with a reference to the dollar amount of "$1,000,000".

               (k) SCHEDULE 5.10 is amended in its entirety and replaced with
     SCHEDULE 5.10 attached hereto.

         2. CONSENT AND WAIVER UNDER THE CREDIT AGREEMENT. Upon the Effective
Date the Agent and the other Lenders signatory hereto hereby:

               (a) consent to and approve the terms and conditions of the
     Subordinated Promissory Note, in substantially the form of EXHIBIT A
     hereto, to be issued by the Borrower to The Centris Group, Inc.(the
     "Centris Note") in an aggregate principal amount of $20,750,000 and deem
     such Indebtedness to be Allowable Seller Paper to the extent such
     Indebtedness complies with the requirements described in the proviso to
     the definition of "Allowable Seller Paper" in the Credit Agreement;

               (b) consent to and approve the terms and conditions of the
     Subordinated Promissory Note, in substantially the form of EXHIBIT B
     hereto, to be issued by the Borrower to Fund (the "Fund Note") in the
     aggregate principal amount of $85,000,000 and deem such note to be
     Allowable Fund Indebtedness;

               (c) waive any breach of Section 6.23(b) of the Credit Agreement
     to and including the Effective Date arising solely out of the Unfunded
     Liabilities of the Folksamerica Holding Company Employees Retirement
     Plan exceeding $500,000 as disclosed on Schedule 5.10 attached to the
     Credit Agreement (the "Excess Unfunded Liability"); and

               (d) waive any Default or Unmatured Default under Section 7.3 or
     7.18 of the Credit Agreement which has heretofore arisen as a result of
     the Excess Unfunded Liability; PROVIDED, that such waiver shall only be
     valid through the Effective Date.

                                     -3-
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         3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower
represents and warrants that:

               (a) The execution, delivery and performance by the Borrower of
     this Amendment have been duly authorized by all necessary corporate
     action and that this Amendment is a legal, valid and binding obligation
     of the Borrower enforceable against the Borrower in accordance with its
     terms, except as the enforcement thereof may be subject to the effect of
     any applicable bankruptcy, insolvency, reorganization, moratorium or
     similar law affecting the enforcement of creditors' rights generally;

               (b) After giving effect to this Amendment, each of the
     representations and warranties contained in the Credit Agreement is true
     and correct in all material respects on and as of the date hereof as if
     made on the date hereof; and

               (c) After giving effect to this Amendment, no Default or
     Unmatured Default has occurred and is continuing.

         4. EFFECTIVE DATE. This Amendment shall become effective upon the
execution and delivery hereof by the Borrower, the Agent and the Required
Lenders (without respect to whether it has been executed and delivered by all
the Lenders); provided that SECTIONS 1 and 2 hereof shall not become
effective until the date (the "Effective Date") when the following additional
conditions have also been satisfied:

               (a) delivery of copies, certified by the Secretary or Assistant
     Secretary of the Borrower, of the fully executed Centris Note and Fund
     Note, each in substantially the form of EXHIBIT A and B, respectively;

               (b) a certificate, executed by the Secretary or Assistant
     Secretary of the Borrower, certifying (i) an attached copy of the
     Borrower's Board of Directors' resolutions authorizing its execution,
     delivery and performance under the Centris Note, the Fund Note and this
     Amendment and (ii) that there has been no amendments, supplements or
     modifications to any of the Articles of Incorporation, Bylaws or
     certificate of incumbency of the Borrower delivered to the Agent on
     February 24, 1999;

               (c) the execution and delivery of the Reaffirmation of Guaranty
     in the form of EXHIBIT C hereto;

               (d) a certificate, executed by the Secretary or Assistant
     Secretary of Fund, certifying (i) an attached copy of Fund's Board of
     Directors' resolutions authorizing and directing any changes to Articles
     of Incorporation to effect a change in its corporate name and (ii) that
     there have been no amendments, supplements or modifications to any of
     the Articles of Incorporation, Bylaws or certificate of incumbency of
     Fund delivered to the Agent on February 24, 1999, or attached copies of
     such amendments, supplements or modifications; and

               (e) such other documents as the Agent, any Lender or their
     counsel may have reasonably requested.

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     In the event the Effective Date has not occurred on or before July 15,
1999, SECTIONS 1 and 2 hereof shall not become operative and shall be of no
force or effect.

         5. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

               (a) Except as specifically amended, the Credit Agreement and
     the other Loan Documents shall remain in full force and effect and are
     hereby ratified and confirmed.

               (b) The execution, delivery and effectiveness of this Amendment
     shall not operate as a waiver of any right, power or remedy of the
     Administrative Agent or any Lender under the Credit Agreement or any
     Loan Document, nor constitute a waiver of any provision of the Credit
     Agreement or any Loan Document, except as specifically set forth herein.
     Upon the effectiveness of this Amendment, each reference in the Credit
     Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
     of similar import shall mean and be a reference to the Credit Agreement
     as amended hereby.

         6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         7. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only, and shall not govern the interpretation of
any of the provisions of this Amendment.

         8. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.

                            [signature pages follow]

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

                                       FOLKSAMERICA HOLDING COMPANY, INC.

                                       By:
                                          -----------------------------------

                                       Name:
                                            ---------------------------------

                                       Title:
                                             --------------------------------

                                                   One Liberty Plaza
                                                   New York, NY 10006

                                       Attention:  Michael E. Tyburski

                                       Telephone:  (212) 312-2503
                                       Telecopier: (212) 346-0762

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                                    EXHIBIT C

                            REAFFIRMATION OF GUARANTY

     The undersigned acknowledges receipt of a copy of Amendment No. 1 to
Credit Agreement, Consent and Waiver (the "Amendment") dated as of June __,
1999, consents to such amendment and hereby reaffirms its obligations under
the Guaranty dated as of February 24, 1999 in favor of The First National
Bank of Chicago, as Agent, for the Lenders (as defined in the Amendment).

Dated as of  June   , 1999
                  --

                                       WHITE MOUNTAINS INSURANCE GROUP, INC.
                                       (FORMERLY KNOWN AS FUND AMERICAN
                                       ENTERPRISES HOLDINGS, INC.)

                                        By:
                                           ----------------------------------

                                        Name:
                                             --------------------------------

                                        Title:
                                              -------------------------------

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