Exhibit (4)(d)
WHITE MOUNTAINS INSURANCE GROUP, INC.
VOLUNTARY DEFERRED COMPENSATION PLAN
TERMINATION AMENDMENT
Amendment, adopted by WHITE MOUNTAINS INSURANCE GROUP, INC. (formerly
known as Fund American Enterprises Holdings, Inc.), a Delaware corporation (the
"Company"). This Amendment shall take effect as of the business day which
immediately precedes the date on which the Company concludes its
re-domestication as a Bermuda corporation.
BACKGROUND --
Pursuant to Article 15 of the WHITE MOUNTAINS INSURANCE GROUP, INC. VOLUNTARY
DEFERRED COMPENSATION PLAN - formerly known as the Fund American Voluntary
Deferred Compensation Plan - (the "Plan"), the Company desires to amend the Plan
in certain respects appropriate to termination of the Plan.
THEREFORE, the Plan is amended as follows:
1. Sections 8.1 and 8.1(a) of the Plan are amended to read:
8.1 Commencement of Benefits; Termination Benefits. Subject to Section 8.1(a),
when, and at the same time, an Eligible Participant elects to defer
Compensation for any particular Plan Year, he shall also elect on the
"Deferred Compensation Election Form" to have the portion of his Deferred
Compensation Account balance attributable to such current Plan Year
deferral commence to be paid on the first day of the Plan Year following
the Plan Year in which the earlier event occurs:
(i) upon separation from service due to either termination, normal
retirement, death or disability; or
(ii) upon the date such Participant attains a selected age.
However, upon termination of the Plan, notwithstanding any prior elections
in regard to commencement or timing of benefit payments -
(A) Benefits accrued prior to the termination date by Participants who
are then active with the Company shall be paid as soon as
practicable following the effective date of such termination. Such
accrued benefits shall be paid in one lump sum, in cash, as soon as
practicable following the Plan termination date (unless otherwise
determined by the Compensation Sub-Committee of the Board of
Directors), provided that (notwithstanding Section 8.4) each such
active Participant shall be given an opportunity to elect to have
all or a portion of such benefit paid in shares of the Company's
common stock, valued at the closing price on the last trading day
prior to the date of payment. Payment of such lump sum benefit shall
be in full settlement of all claims of an active Participant for
benefits under the Plan, and the Company may require the Participant
to execute a written
acknowledgment and release confirming that he/she has no further
claim for benefits under the Plan.
(B) Participants who are not active with the Company on the Plan
termination date shall receive a single lump sum payment in lieu of
their remaining accrued Plan benefits (i.e. to the extent such
benefits have not been paid to them prior to the Plan termination
date). Such payments shall be made as soon as practicable following
the termination date. The amount of the lump sum payment to a
Participant shall be based upon the actuarial value of his/her
remaining accrued Plan benefits (but shall not be less than 100% of
such value), as determined by the Committee in its sole discretion,
taking into account the amount and timing of income taxes payable
with respect to such benefits. Such lump sum payment shall be in
full settlement of all claims of the inactive Participant for
benefits under the Plan, and the Company may require the Participant
to execute a written acknowledgment and release confirming that
he/she has no further claim for benefits under the Plan.
8.1(a) 365 Day Minimum Deferral Period. Notwithstanding the time elected for the
commencement of benefits pursuant to Section 8.1, commencement of
benefits will not occur prior to the expiration of a 365 day period
beginning the day after the date on which an election to defer
compensation became effective as provided in this Plan. However, this
minimum period shall not apply to that portion of any lump sum payment
under Section 8.1, resulting from termination of the Plan by the Company,
and attributable to a deferral election which became effective less than
365 days prior to the date of the lump sum payment.
2. Sections 8.2(b) and 15.3 of the Plan are deleted.
This Termination Amendment was approved by the Company's Compensation
Sub-Committee on August 27, 1999 and ratified by its Board of Directors on
September 23, 1999.
ATTEST
/s/
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Gordon S. Macklin - Chairman of the
Compensation Sub-Committee