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                                                                EXHIBIT 10(C)

                 AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER

     This Amendment (this "Amendment") is entered into as of July 30, 1999 by
and among White Mountains Insurance Group, Inc., a Delaware corporation,
formerly known as Fund American Enterprises Holdings, Inc., (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
$35,000,000 Second Amended and Restated Credit Agreement dated as of February
24, 1999 (as amended, 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 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
     "Borrower" and "Unfunded Liability" and replacing each in its entirety
     to read as follows:

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

               "`Unfunded Liability' means the amount (if any) by which the
          present value of all vested and unvested accrued benefits under a
          Single Employer Plan exceeds the fair market value of 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."

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               (b) 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."

               (c) SECTION 6.22(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".

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

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

               (a) The execution, delivery and performance by the Borrower of
     this Amendment has 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 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.

          3. 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 SECTION 1 hereof shall not become effective until
the date (the "Effective Date") when the following additional conditions have
also been satisfied:

               (a) 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 and directing any
     changes to the Borrower's 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 the Borrower delivered to the
     Agent on February 24, 1999, or attached copies of such amendments,
     supplements or modifications; and

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

                                     -2-
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     In the event the Effective Date has not occurred on or before July 31,
     1999, SECTION 1 hereof shall not become operative and shall be of no
     force or effect.

          4. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

               (a) Except as specifically amended above, 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 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.

          5. COSTS AND EXPENSES. The Borrower hereby affirms its obligations
under Section 9.7 of the Credit Agreement to reimburse the Agent for all
reasonable costs, internal charges and out-of-pocket expenses paid or
incurred by the Agent in connection with the preparation, negotiation,
execution and delivery of this Amendment, including but not limited to the
attorneys' fees and time charges of attorneys for the Agent with respect
thereto.

          6. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION
105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) 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 constitute a part of this
Amendment for any other purposes.

          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 to follow]

                                     -3-
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         IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.

                                     WHITE MOUNTAINS INSURANCE GROUP, INC.

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

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

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

                                     -4-
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                                     THE FIRST NATIONAL BANK OF CHICAGO,
                                     Individually and as Agent

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

                                     Print Name:
                                                -----------------------------

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

                                     Address:  153 West 51st Street
                                               New York, NY 10019
                                               Attn: Samuel W. Bridges
                                                     First Vice President

                                     Fax No.:  (212) 373-1393
                                     Tel. No.: (212) 373-1142

                                     -5-
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                                     FLEET NATIONAL BANK

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

                                     Print Name:
                                                -----------------------------

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

                                     Address:  One Federal Street-MAOFD06H
                                               Boston, MA  02110-2010
                                               Attn:  David A. Bosselait
                                                      Vice President

                                     Fax No.:  (617) 346-5825
                                     Tel. No.: (617) 346-5823

                                     -6-
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                                     FIRST UNION NATIONAL BANK

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

                                     Print Name:
                                                -----------------------------

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

                                     Address:  1339 Chestnut Street, PA4819
                                               Philadelphia, PA 19101-4819
                                               Attn:  Joseph DiFrancesco

                                     Fax No.:  215-786-4114
                                     Tel. No.: 215-973-2944

                                     -7-
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                                     DEUTSCHE BANK AG,
                                     New York and/or Cayman Islands Branch

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

                                     Print Name:
                                                -----------------------------

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


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

                                     Print Name:
                                                -----------------------------

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

                                     Address:  31 West 52nd Street
                                               New York, NY  10019
                                               Attn: George Korchowsky

                                     Fax No.:  212-469-8366
                                     Tel. No.: 212-469-8242

                                     -8-
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                                     ABN AMRO BANK N.V.

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

                                     Print Name:
                                                -----------------------------

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


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

                                     Print Name:
                                                -----------------------------

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

                                     Address:  500 Park Avenue
                                               New York, NY  10022
                                               Attn:  Bruce Ballentine

                                     Fax No.:  212-446-4335
                                     Tel. No.: 212-446-4358

                                     -9-