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                                                                   EXHIBIT 10(m)
SOURCE ONE
INCENTIVE COMPENSATION PLAN 
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SOURCE ONE
INCENTIVE COMPENSATION PLAN

1.       PURPOSE

     The purpose of the Source One Incentive Compensation Plan (the "Plan") is
     to advance the interests of Source One Mortgage Services Corporation (the
     "Company") and its stockholders by offering an enhanced simulated
     investment opportunity to certain key executives and directors of the
     Company in order to align their interests with those of its stockholder(s).

2.       ADMINISTRATION

     The Plan shall be administered by the Compensation Committee (the
     "Committee") of the Board of Directors (the "FA Board") of Fund American
     Enterprises Holdings, Inc. ("Ultimate Parent").

     The Committee shall have exclusive authority to select the employees and
     directors to be offered participation in the Plan, to determine the type,
     size and terms of participation and to prescribe the form of the
     instruments embodying participation. The Committee shall be authorized to
     interpret the Plan and the rights 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
     right 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 member 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 Committee 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.       EQUITY RIGHTS

         (a) TYPE OF EQUITY RIGHTS. The opportunity to invest shall be through
             "Equity Rights." Equity Rights shall be limited to the following
             two types: (i) "Equity Shares", and (ii) Equity Options." A Equity
             Share is a right to receive the cash value of the Fair Value per
             Adjusted Share Outstanding (both defined below) upon exercise. An
             Equity Option is a right to receive the cash value of the Fair
             Value per Adjusted Share Outstanding less the Strike Price upon
             exercise.

         (b) FAIR VALUE (OF THE COMPANY). The Fair Value of the Company shall be
             determined by one or a combination of the following methods. In all
             cases the Equity Adjustments, as defined in Section 3(c), shall
             apply:


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         Method A:  P/E  multiple.  The  average of the most  recent  four prior
                    quarters Gaap earnings (excluding earnings prior to January
                    1, 1998) of the Company after deducting from earnings all
                    net after tax interest, dividends and gains or adding back
                    losses accrued or received from assets in items 3(c)(i)
                    through 3(c)(v) expensing interest and charges as per 3(c)
                    (1)3(c)(vii), and adding back all expenses associated with
                    the Plan net of any benefits (e.g. tax), times the average
                    market price to four prior quarters Gaap earnings (excluding
                    earnings prior to January 1, 1998) multiples of the Peer
                    Companies (defined as six publically traded companies:
                    including two mortgage banks, two sub-prime finance 
                    companies, and two REIT's, or if no such publically traded
                    companies exist then other comparable finance companies). If
                    this P/E valuation approach does not produce a reasonable
                    valuation due to the rigidities of such a formulaic approach
                    (e.g. the earnings of the Company or the Peer Companies are
                    negative or negligible) then the Committee may substitute
                    Method D. The purpose of the preceding sentence is not to
                    prevent a loss or significant gain to the participants, but
                    to address circumstances in which a strict P/E multiple
                    approach is impractical.

         Method B:  Book value multiple. Adjusted Gaap Equity (as defined
                    below) of the Company times the average of each of the Peer
                    Companies' most recent month end market capitalization of
                    its common equity to its most recent quarter end Gaap common
                    equity.

         Method C:  As determined  by an investment  bank or other  qualified
                    party. Such Fair Value shall take into account the
                    adjustments provided for in calculating the Adjusted Gaap
                    Equity and shall value the remaining entity in whole
                    relative to comparable companies. In determining the
                    Company's Fair Value, the third party may compare the
                    Company to other companies using size and book value
                    multiples (based on the Company's Adjusted Gaap Equity),
                    historical earnings multiples (with the Company's earnings
                    adjusted as per Method A, discounted risk-adjusted cash
                    flows, progress with regard to new product development and
                    growing profitability of the Company and/or other methods
                    which the value (deems appropriate. Such Fair Value will
                    also take into account the lack of marketability of the
                    Company's common shares relative to the comparable companies
                    (e.g. and "ipo discount").

         Method D:  As  determined  by the  Committee,  subject to the  
                    revaluation by a third party (as per Method C, above) with
                    50% of the costs of the revaluation to be borne directly by
                    the participants. The parameters for the Committee's
                    valuation shall be the same as they would for a third party
                    valuer under Method C. In practice, upon determination of
                    the Company's Fair Value pursuant to an exercise, the
                    Committee shall, within 60 days, deliver notice of its
                    recommended Fair Value for the participants. Within 15 days,
                    each participant shall have the opportunity to call for a
                    third party valuation of the Fair Value by delivering notice
                    of such to the Committee. If notice is so delivered, then
                    Committee shall procure a third party valuer that is
                    mutually agreed upon with the participants, or if no such
                    party can be agreed upon, Lehman Brothers (or its successor
                    company). The cost of such third party valuation will be
                    borne 50% by the Company and 50% by the dissenting
                    participants in proportion to the proceeds to be delivered
                    to each participant (inclusive of amounts to be deferred as
                    per 3(m)) pursuant to the then exercise.


         Method E:  Transaction price. Sale or initial public offering price 
                    less any transaction related expenses.

         Method F:  Adjusted Gaap Equity of the Company.



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     (c) EQUITY ADJUSTMENTS. For the purposes of any valuation of the Company
         under the Plan the following adjustments shall apply:

         (i)      less net after tax equity in the securities of Financial
                  Security Assurance Holdings Ltd., US WEST, Inc., Insurance
                  Partners LLC and Insurance Partners Chairman LLC,

         (ii)     less intercompany debt as permitted by the Committee,

         (iii)    less intercompany preferred equity as permitted by the
                  Committee,

         (iv)     less undistributed net proceeds, after tax, from the sales of
                  securitites listed in 3(c)(i) after December 31, 1997,

         (v)      less undistributed net dividends or other proceeds, after tax,
                  received from securities listed in 3(c)(i) after December 31,
                  1997.

         (vi)     less undistributed intercompany interest, dividends, proceeds
                  and principal paid on items 3(c)(ii) and (iii),

         (vii)    less undistributed capital charges which shall be calculated
                  at an annualized rate of .10% pretax on item (i), accruing
                  from December 31, 1997.

         (viii)   less undistributed equity charges, imputed at 15% after tax,
                  on the undistributed proceeds from 3(c)(iv) through (vii) and
                  this item (viii) effective beginning June 30, 1998,

         (ix)     plus or minus, as the case may be, other adjustments to offset
                  the effects of any material transactions with Ultimate Parent,
                  or any of its affiliates, insofar as the transaction is not
                  within the Company's normal course of business, or upon Change
                  in Control pro forma adjustments for the Change in Control
                  event if applicable, (however, if the effects of such
                  transactions are already captured in items (i) through (viii)
                  above there shall be no adjustments. In other words, no
                  transaction shall be double counted),

         (x)      plus or minus as the case may be, all assets, liabilities
                  including all expenses and benefits arising out of the Plan so
                  that the effect of the Plan are backed out of the Fair Value
                  of the Company, except as specifically printed below,

         (xi)     plus the number of Equity Shares outstanding under the Plan
                  times $42.78312,

         (xii)    plus the number of Equity Options outstanding times the then
                  applicable Strike Price when the Adjusted GAAP Equity per
                  Adjusted Share is equal to or greater than the then applicable
                  Strike Price.

         For the purpose of the preceding "undistributed" shall mean net
         proceeds not paid to common shareholders (see Share Repurchase
         Mechanism defined below), rolled into a new Adjusted Shares (see Share
         Issuance Mechanism defined below), or rolled into intercompany debt
         per 3(c)(ii). Also intercompany shall mean the hypothetical
         transactions that occur between what have been referred to as the
         "operating company" and the "capital company" in the internal Company
         documents from time to time.

    (d)  ADJUSTED GAAP EQUITY. Adjusted GAAP Equity shall be equal to common
         equity book value of the Company calculated in accordance with GAAP
         after taking into account the Equity Adjustments, calculated monthly,
         and pro forma for material (including imminent) events. Through March
         31, 1998 the Adjusted 


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         Gaap Equity, Equity Adjustments, and Adjusted Shares Outstanding have 
         been calculated as per Exhibit A attached hereto.

    (e)  ADJUSTED SHARES OUTSTANDING. Adjusted Shares Outstanding shall mean the
         $1 par common shares outstanding of 3,211,881 at December 31, 1997 with
         the following adjustments:

         (i)      plus of the number of outstanding Equity Shares under the 
                  Plan,

         (ii)     plus the number of outstanding Equity Options when the
                  Adjusted Gaap Equity per Adjusted Shares is equal to or
                  greater than the Strike Price,

         (iii)    less, Adjusted Shares repurchased pursuant to the Share 
                  Repurchase Mechanism,

         (iv)     plus, shares issued pursuant to the Share Issuance Mechanism.

         Fractional shares will be used.

    (f)  (THEORETIC) SHARE REPURCHASE MECHANISM (FOR THE PURPOSES OF THE PLAN
         ONLY). For the purposes of the Plan each actual dividend or actual
         share repurchase by the Company shall first retire any outstanding
         undistributed balances under 3(c)(iv) through (viii). Any remaining
         proceeds will be allocated to the theoretic repurchase of the Adjusted
         Shares Outstanding at the then repurchased price per share determined
         by the following formula:

         (i)      Adjusted Gaap Equity per Adjusted Share, times

         (ii)     [1x(15% times the number of days since most recent prior 
                  month end divided by 365]

         (THEORETIC) SHARES ISSUANCE MECHANISM (FOR THE PURPOSES OF THE PLAN
         ONLY). For the purposes of the Plan the Committee may deem that any
         outstanding undistributed balances under 3(c)(iv) through (viii) be
         allocated to the theoretic issuance of Adjusted Shares Outstanding. Any
         such theoretic issuance shall occur at the then issuance price per
         share determined by the following formula:

         (iii)    Adjusted Gaap Equity per Adjusted Share, times

         (iv)     [1+(15% times the number of days since most recent prior month
                  end divided by 365)]

         Note that the Share Repurchase Mechanism and the Share Issuance
         Mechanism do not infer an actual repurchase or issuance of the
         Company's shares by the Company, but shall merely be used for the
         purposes of this Plan in determining Adjusted Shares Outstanding.

   (g)   OFFER OF EQUITY RIGHTS. The Committee shall select executives who shall
         be offered the opportunity to purchase from the Company Equity Shares
         at the 12/31/97 Fair Value Per Share ($42.78312) during the Offer
         Period. Concurrent with the purchase of each Equity Share, the
         Committee shall grant the purchaser five Equity Options. In total, the
         Committee shall offer 50,253.46445 Equity Shares ($2,150,000) and
         251,267.32225 Equity Options under the Plan, subject to subsequent
         adjustment as provided in paragraph 8. Not more than 46,749.39752
         Equity Shares ($2,000,000), and not less than 584.34261 Equity Shares
         ($25,000), shall be offered to any one person.

    (h)  OFFER  PERIOD.  The Offer  Period  shall  commence on April 20, 1998
         and end on May 8, 1998.  Payment to the Company must be made on or 
         before May 22, 1998.



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    (i)  RIGHTS WITH RESPECT TO EQUITY RIGHTS. A participant to whom Equity
         Shares or Equity Options are granted (and any person succeeding to
         such rights pursuant to the Plan) shall have no rights as a 
         shareholder. Except as provided in paragraphs 3(c) and 8, no 
         adjustment shall be made for dividends, distributions or other rights.

    (j)  TRANSFER. Equity Rights shall not be transferable by the participant
         otherwise than by will or the laws of descent and distribution, and
         shall be exercisable during his lifetime only by him.

    (k)  EXERCISE AND APPLICABLE FAIR VALUE METHODOLOGY. Outstanding
         unexercised Equity Rights shall be exercised only under one of the
         following conditions (the applicable Fair Value methodology for each
         such exercise is indicated below). Note that exercise is mandatory
         in all cases except with the written consent of the Committee or as
         provided for at the time of sale under (viii).

         (i)      If the number of Equity Rights outstanding are greater than
                  35% of the number of then outstanding common shares of the
                  Company then Equity Rights (in the ratio of 1 Equity
                  Share to 5 Equity Options) of all participants shall be
                  exercised on a pro rata basis so that the number of Equity
                  Rights subsequently outstanding is 35% of the number of common
                  shares outstanding. Fair Value Method F.

         (ii)     If within one year of a Change in Control (A) a participant
                  incurs a Termination Without Cause (section 13) or, (B) incurs
                  a Constructive Termination (section 14) the Equity Rights for
                  such a terminated participant (only) shall be exercised. Fair
                  Value 50% Method D, 25% Method A and 25% Method B.


         (iii)    Upon effective termination of the Company's primary business
                  operations by the Board of Directors of the Company (the
                  "Company Board") without delivering six months prior written
                  notice to least two participants. Fair Value 50% Method D, 25%
                  Method A, and 25% Method B.

         (iv)     Upon effective termination of the Company's primary business
                  operations by the Company Board after having delivered six
                  months prior written notice to at least two participants. Fair
                  Value Method F.

         (v)      Upon sale of more than 50% of the Company's common stock or a
                  majority of its primary business operations in a private 
                  transaction in which at least $40 million (market value) of 
                  the assets listed in 3(c)(i) are sold to the same purchaser. 
                  Fair Value 50% Method C, 25% Method A and 25% Method B.

         (vi)     Upon sale of more than 50% of the Company's common stock or a
                  majority of its primary business operations including no more
                  than $40 million (market value) of the assets listed in
                  3(c)(i). Fair Value Method E.

         (vii)    Upon an  initial  public  offering  ("ipo")  of more than 50%
                  of the  Company's  common  stock (pro forma for the ipo). 
                  Fair Value Method E

         (viii)   Upon sale or ipo of more than 20% but less than 50% of the 
                  Company's common stock, each participant shall be offered the
                  one time opportunity to exercise on a pro rata basis (in the
                  ratio of 1 Equity Share to 5 Equity Options) the number of
                  Equity Rights equal to such participant's then outstanding
                  unexercised Equity Rights times the ratio of the common shares
                  of the Company beneficially owned by the Parent (and/or
                  Ultimate Parent) to the number of common shares issued and
                  outstanding of the Company (both of which shall be calculated
                  pro forma for the sale). The cash value attributable to such
                  exercise shall be subject to a participant's prior valid
                  written deferral election (if any) under section 3(m) below.
                  Fair Value Method E.


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         (ix)     December 31, 2002. If the FA Board does not permit management
                  of the Company (including at least one participant) to solicit
                  a sale or ipo of the Company's primary business operations
                  within the six months period prior to such date, or the FA
                  Board refuses to consider or approve a bonafide transaction
                  presented by management at a price which would cause the
                  applicable Fair Value for such a transaction to be above
                  Adjusted Book Value during that same period, then Fair Value
                  shall be 50% Method D, 25% Method A and 25% Method B.
                  Otherwise, Fair Value shall be determined according to Method
                  F.

     (l) PAYMENT. Upon exercise, the Company shall pay to the participant the
         applicable cash value within sixty (60) days, subject to the following:

         (i)      the  completion  of a  valuation  of the Fair Value per
                  Adjusted  Share  Outstanding  by a third  party,  if
                  applicable, and

         (ii)     a participant's valid prior written election to defer receipt
                  of a designated portion of such value under section 3(m),
                  below.

     (m) DEFERRAL ELECTION. A participant may, by written election in a form
         specified by the Committee, choose to defer receipt of a designated
         portion of the cash value to be paid upon exercise of such
         participant's Equity Rights (excluding, however, amounts representing
         return of sums paid by participant to acquire Equity Shares). The
         portion deferred shall be converted into one or more of the Investment
         Options available under the Source One Mortgage Services Corporation
         Voluntary Deferred Compensation Plan ("VDC" Plan). Any such written
         election shall be irrevocable and shall be subject to all provisions of
         this Plan and the VDC Plan. To be valid, the election must be made and
         filed with the Committee (i) at least six months prior to the data such
         Equity Rights become subject to exercise under 3(k) of the Plan and
         (ii) in the calendar year preceding the calendar year which includes
         such date. The Committee shall have full authority to determine
         conclusively the date when Equity Rights become subject to exercise.

4.       EQUITY SHARES

    (a)  VESTING.  Purchased Equity Shares are immediately fully vested.

    (b)  RETIREMENT OR TERMINATION OF EMPLOYMENT. To the extent that unexercised
         Equity Shares remain outstanding to a participant at the time at which
         such participant leaves employment or ceases to serve as a director on
         the Company Board, such Equity Shares shall survive until they may be
         exercised pursuant to section 3(k).

5.       EQUITY OPTIONS

    (a)  STRIKE PRICE. The Strike Price shall initially be $42.78312. The Strike
         Price shall increase each January 1 hereafter by 4% of the immediately
         preceding Strike Price.

         (b)  VESTING. For a participant who remains in the employment of the
         Company at May 1, 2001 Equity Options shall vest at such time.
         Additionally, Equity Options shall vest sooner as necessary to permit
         exercise under section 3(k) for participants employed at the time of
         such exercise. However, if a participant voluntarily leaves employment
         prior to such vesting then his or her Equity Options shall expire
         without vesting. In the case of death or Disability (as defined in
         section 6) while in the employ of the Company, Equity Options shall
         become fully vested as necessary to permit exercise under 3(k). If a
         participant is Terminated Without Cause, Equity Options shall vest pro
         rata based upon the termination date and the three year term beginning
         May 1, 1998 except in the case of Change in Control and either
         Termination Without Cause or Constructive Termination in which case
         Equity Options shall become fully vested and shall be exercisable as
         permitted in section 3(k). For the purposes of the Plan directors
         serving on the Company Board are deemed to be employed by the Company,
         former directors are deemed to have been terminated.


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6.       DISABILITY

         DISABILITY. For the purpose of this Plan, a participant shall be deemed
         to be disabled if the Committee shall determine that the physical or
         mental condition of the participant is such as would entitle him to
         payment of monthly disability benefits under any disability plan of the
         Company or a subsidiary in which he is a participant.

7.       CHANGE IN CONTROL

     For purposes of this Plan, a "Change in Control" of the Company shall occur
     if any person or group (within the meaning of Sections 13(d) and 14(d)(2)
     of the Securities Exchange Act of 1934, as amended ("Exchange Act")), other
     than John J. Byrne, Ultimate Parent, White Mountains Holding, Inc.
     ("Parent") or an affiliate of Ultimate Parent becomes the beneficial owner
     (within the meaning of Rule 13d-3 under the Exchange Act) of thirty-five
     percent (35%) or more of Ultimate Parent or Parent's then outstanding
     common shares;

8.       DILUTION AND OTHER ADJUSTMENTS

     In the event of any change in the then outstanding common 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 that such change
     equitable requires an adjustment in the number or kind of Equity Rights
     that may be issued under the Plan pursuant to paragraph 3, or in any
     measure of the Fair Value Per Share, then such adjustment shall be made by
     the Committee and shall be conclusive and binding for all purposes of the
     Plan.

9.       DESIGNATION OF BENEFICIARY BY PARTICIPANT

     A participant may name a beneficiary to receive any payment to which he may
     be entitled in respect of Equity Rights under the Plan in the event of his
     death, on a form 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.

10.      MISCELLANEOUS PROVISIONS

    (a)  No employee or other person shall have any claim or right to be granted
         an Equity Right 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 employment 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 rights or
         interest of any participant in the Plan shall be subject to any
         obligation or liability or such participant.


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    (c)  The Company and its subsidiaries shall have the right to deduct from
         any payment made under the Plan any federal, state or local income
         taxes or other taxes required by law to be withheld with respect to
         such payment. Notwithstanding the preceding, the participants shall be
         grossed up by the Company for additional taxes paid on gains
         (calculated at the time of exercise) on their investment in the Equity
         Shares (not Equity options) representing the difference between capital
         gains taxes and ordinary income taxes thereon. For the sake of clarity
         it is expected that the Company will treat payments to participants
         (above the repayment of the initial "investment" to the participants)
         as compensation expense.

    (d)  The Plan shall be unfunded. The Company shall not require to establish
         any special or separate fund or to make any other segregation of assets
         to assure the payment of any Equity Right under the Plan.

11.      AMENDMENT
     The Plan may be amended at any time by the Committee. No amendment of the
     Plan shall adversely affect any right of any participant with respect to
     any Equity Right previously granted without such participant's written
     consent.

12.      TERMINATION OF PLAN

     This Plan shall terminate upon the earlier of the following dates or events
     to occur:

    (a)  the adoption of a resolution of the Committee terminating the Plan; or

    (b)  five years from the date the Plan is initially approved and adopted by
         the Committee unless extended by action of the Committee.

     No termination of the Plan shall alter or impair any rights or obligations
     of any person, without his consent, under any Equity Right previously
     granted under the Plan.

13.      TERMINATION WITHOUT CAUSE

     For the purposes of this Plan, Termination Without Cause shall mean the
     participant's employment with the Company or any of its subsidiaries is
     terminated by the Company or the subsidiary other than (i) for Disability
     as described in paragraph 6 or (ii) for Cause. For this purpose "Cause"
     shall mean (a) an act or omission by the participant that constitutes a
     felony or any crime involving mortal turpitude; or (b) willful gross
     negligence or willful gross misconduct by the participant in connection
     with his employment by the Company or by any of its subsidiaries which
     causes, or is likely to cause, material loss or damage to the Company
     (directly, or indirectly through a subsidiary).

14.      CONSTRUCTIVE TERMINATION

     "Constructive Termination" shall mean a termination of employment with the
     Company or any of its subsidiaries 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
     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 14 until
     and unless 30 days have elapsed from the date the Company receives such
     written notice without the 

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     Company curing or causing to be cured the circumstance or circumstances
     described in this paragraph 14 on the basis of which the declaration of
     Constructive Termination is given.