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                                                                   EXHIBIT 10(n)
SOURCE ONE
INCENTIVE COMPENSATION PLAN II

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SOURCE ONE
INCENTIVE COMPENSATION PLAN II


1.   PURPOSE AND DEFINITIONS

     The purpose of the Source One Incentive Compensation Plan II (the "Plan")
     is to advance the interests of Source One Mortgage Services Corporation
     (the "Company") and its stockholder(s) by providing incentives to certain
     key employees of the Company in order to align their interests with the
     interests of its stockholder(s) by providing rewards based on growth in
     value of Company stock.

     As used in the Plan, the following terms, when capitalized, have
     specialized meanings as given below:

     (a) "Company Board" means the Board of Directors of the Company.

     (b) "Company Committee" means the Human Resources Committee of the Company
         Board.

     (c) "FA Board" means the Board of Directors of the Ultimate Parent.

     (d) "FA Committee" means the Compensation Committee of the FA Board.

     (e) "Parent" means White Mountain Holdings, Inc.

     (f) "Plan I" means the Source One Incentive Compensation Plan for key
         executives and directors of the Company, established in May 1998.

     (g) "Plans" means this Plan and Plan I.

     (h) "Top Management" means the individual or individuals who, at the
         relevant time, are Chairman of the Board, President and Chief Executive
         Officer of the Company.

     (i) "Ultimate Parent" means Fund American Enterprises Holdings, Inc.

2.   ADMINISTRATION

     The Plan shall be administered by the Company Committee. The Company
     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 Company
     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 Company Committee deems desirable to carry it into effect. Any decision
     of the Company Committee in the administration of the Plan, as described
     herein, shall be final and conclusive. The Company 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 Company Committee. No member
     of


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     the Company Committee shall be liable for anything done or omitted to be
     done by him or by any other member of the Company Committee in connection
     with the Plan, except for his own willful misconduct or as expressly
     provided by statute.

     Top Management shall have exclusive authority to select the employees to be
     offered participation in the Plan and to determine the size of their
     participation.

3.   EQUITY OPTIONS

     (a) DESCRIPTION OF EQUITY OPTIONS. 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:

         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)(vi) through
               3(c)(viii), and adding back all expenses associated with the Plan
               I net of any benefits (e.g. tax), times the average market price
               to four prior quarters Gaap earnings multiples (excluding
               earnings prior to January 1, 1998) of the Peer Companies (defined
               as six publicly traded companies: including two mortgage banks,
               two sub-prime finance companies, and two REIT's, or if no such
               publicly 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 of the Peer
               Companies are negative or negligible) then the FA 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 it's 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
               valuer 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. an "ipo discount").

         Method D: As determined by the FA 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 of
               Plan I. The parameters for the FA Committee 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 FA Committee shall, within 60 days,
               deliver notice of the FA Committee's recommended Fair Value to
               the Plan I participants. Within 15 days, participants holding a
               majority of Equity Options under the Plan I shall have the
               opportunity to call for a third party valuation of the Fair Value
               by delivering notice of such to the FA Committee. If notice is so
               delivered, then FA Committee shall


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               procure a third party valuer that is mutually agreed upon with
               the participants of Plan I, 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 of Plan I in proportion to the
               proceeds to be delivered to each Plan I 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.

     (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 Charman LLC,

         (ii)   less intercompany debt as permitted by the FA COMMITTEE,

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

         (iv)   less undistributed net proceeds, after tax, from the sale of
                securities 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 Plan I so
                that the effects of the Plan I are backed out of the Fair Value
                of the Company, except as specifically provided below,

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

         (xii)  plus the number or Equity Options outstanding under Plan I 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.


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         For the purposes of the preceding, "undistributed" shall mean net
         proceeds not paid to common shareholders (see Share Repurchase
         Mechanism defined below), rolled into new Adjusted Shares (see Share
         Issuance Mechanism defined below), or rolled into intercompany debt per
         3(c)(ii). Also, intercompany shall mean the hypothetic transactions
         that occur between what have been referred to as the "operating
         company" and the "capital company" in 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 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 the number of outstanding Equity Shares under Plan I,

         (ii)   plus the number of Equity Options outstanding under Plan I when
                the Adjusted Gaap Equity per Adjusted Share 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 Adjusted
         Shares Outstanding at the then repurchase price per share determined by
         the following formula:

         (i)    Adjusted Gaap Equity per Adjusted Share, times

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

         (THEORETIC) SHARE ISSUANCE MECHANISM (FOR THE PURPOSES OF THE PLAN
         ONLY). For the purposes of the Plan the FA 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) GRANT OF EQUITY OPTIONS. Top Management shall select executives who
         shall be granted Equity Options. In total, Top Management may grant
         35,000 Equity Options under the Plan, subject to subsequent adjustment
         as provided in paragraph 8.



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     (h) OFFER PERIOD. [Not applicable at this time.]

     (i) RIGHTS WITH RESPECT TO EQUITY OPTIONS. A participant to whom 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 Options 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 Options 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 Company Committee or as
         provided for at the time of sale under (viii).

         (i)    If the number of Equity Rights outstanding under Plan I is
                greater than 35% of the number of then outstanding common shares
                of the Company, then Equity Rights under Plan I (in the ratio of
                1 Equity Share to 5 Equity Options) and Equity Options under
                this Plan shall be exercised on a pro rata basis so that the
                number of such 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 (section13) or, (B) incurs a
                Constructive Termination (section 14) the Equity Options 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 Company Board without delivering six months
                prior written notice to at least two participants of Plan I.
                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 of Plan
                I. 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 the 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 the number
                of Equity Options equal to such participant's then outstanding
                unexercised Equity Options times the ratio of 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). 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 in Plan I) 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 bona fide
                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
                completion of a valuation of the Fair Value per Adjusted Share
                Outstanding by a third party, if applicable.

         (m)    DEFERRAL ELECTION. [Not applicable at this time.]

4.   EQUITY SHARES [Not applicable at this time.]

5.   EQUITY OPTIONS

     (a) STRIKE PRICE. The Strike Price shall initially be $49.198. The Strike
         Price shall increase each September 1 hereafter by 4% of the
         immediately preceding Strike Price.

     (b) VESTING. For a participant who remains in the employ 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).

6.   DISABILITY

     DISABILITY. For the purposes of this Plan, a participant shall be deemed to
     be disabled if the Company 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, 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 FA Committee shall determine that such
     change equitably requires an adjustment


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     in the number or kind of Equity Options 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 Company 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 Options under the Plan in the event of his
     death, on a form to be provided by the Company 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
         Equity Options 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 or such participant.

     (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 or
         other taxes required by law to be withheld with respect to such
         payment.

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

11.  AMENDMENT

     The Plan may be amended at any time by the Company Board. No amendment of
     the Plan shall adversely affect any right of any participant with respect
     to any Equity Options 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 Company Board terminating the
         Plan; or

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

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

13.  TERMINATION WITHOUT CAUSE


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     For 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 moral 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 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.




















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