UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

The reporting persons filing this Schedule 13D have previously filed a Schedule 13G pursuant to the provisions of §240.13d-1(d) under the Securities and Exchange Act of 1934 (the “Act).  The reporting persons are filing this Schedule 13D under the provisions of §240.13d-1(a) and Section 13(d)(6)(B) of the Act as a result of the acquisition by Fund American Reinsurance Company, Ltd. on March 15, 2004 of non-voting warrants to purchase 2,390,785.8 shares of Common Stock of Montpelier Re Holdings Ltd. at a price of $16.67 per share through January 3, 2012 which are currently exercisable.

Item 1.

Security and Issuer

The title of the class of equity securities to which this Schedule 13D relates is shares of Common Stock, par value 1/6 cent per share (the “Common Stock”), of Montpelier Re Holdings Ltd. (the “Issuer”).  The address of the principal executive offices of the Issuer is Mintflower Place, 8 Par-la-ville Road, Hamilton, HM 08, Bermuda.

Item 2.

Identity and Background

(a)-(f)  The names of the persons filing this statement are White Mountains Insurance Group, Ltd., a Bermuda company (“WTM”), Fund American Reinsurance Company, Ltd., a Bermuda company (“FA Re”), OneBeacon Insurance Company, a Pennsylvania corporation (“OBIC”), Pennsylvania General Insurance Company, a Pennsylvania corporation (“PGIC”) and The Camden Fire Insurance Association, a New Jersey corporation (“CFIA”).  WTM, FA Re, OBIC, PGIC and CFIA are collectively referred to herein as the “Reporting Persons”.  FA Re, OBIC, PGIC and CFIA are indirect wholly owned subsidiaries of WTM.

WTM’s principal businesses are conducted through its subsidiaries and affiliates in the businesses of property and casualty insurance and reinsurance.  WTM’s headquarters are located at Crawford House, 23 Church Street, Hamilton, Bermuda HM 11, its principal executive office is located at 80 South Main Street, Hanover, New Hampshire 03755-2053 and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11. Set forth in Schedule A attached hereto, which is incorporated herein by reference, is the name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each of WTM’s directors and executive officers.  During the last five years, neither WTM nor, to WTM’s knowledge, any person named in Schedule A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, neither WTM nor, to WTM’s knowledge, any person named in Schedule A hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

FA Re’s principal businesses are property and casualty insurance and reinsurance.  FA Re’s headquarters and principal executive office is located at Victoria Hall, 11 Victoria Street, Hamilton HM HX Bermuda and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11.  Set forth in Schedule B attached hereto, which is incorporated herein by reference, is the name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each of FA Re’s directors and executive officers.  During the last five years, neither FA Re nor, to FA Re’s knowledge, any person named in Schedule B hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, neither FA Re nor, to FA Re’s knowledge, any person named in Schedule B hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

OBIC’s principal business is property and casualty insurance.  OBIC’s headquarters and  principal executive office is located at One Beacon Street, Boston MA 02108 and its statutory home office is located at 436 Walnut Street, Philadelphia, PA 19106.  Set forth in Schedule C attached hereto, which is incorporated herein by reference, is the name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each of OBIC’s directors and executive officers.  During the last five years, neither OBIC nor, to OBIC’s knowledge, any person named in Schedule C hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, neither OBIC nor, to OBIC’s knowledge, any person named in Schedule C hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

PGIC’s principal business is property and casualty insurance.  PGIC’s headquarters and principal executive office is located at One Beacon Street, Boston MA 02108 and its statutory home office is located at 436 Walnut Street, Philadelphia, PA 19106.  Set forth in Schedule D attached hereto, which is incorporated herein by reference, is the name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each of PGIC’s directors and executive officers.  During the last five years, neither PGIC nor, to PGIC’s knowledge, any person named in Schedule D hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, neither PGIC nor, to PGIC’s knowledge, any person named in Schedule D hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CFIA’s principal business is property and casualty insurance.  CFIA’s headquarters and  principal executive office is located at One Beacon Street, Boston MA 02108 and its statutory home office is located at 400 Fellowship Road, Mt. Laurel, NJ 08054.  Set forth in Schedule E attached hereto, which is incorporated herein by reference, is the name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each of CFIA’s directors and executive officers.  During the last five years, neither CFIA nor, to CFIA’s knowledge, any person named in Schedule E hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, neither CFIA nor, to CFIA’s knowledge, any person named in Schedule E hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

On March 15, 2004, FA Re acquired warrants to purchase 2,390,785.5 shares of Common Stock of the Issuer from Benfield Holdings Limited.  The aggregate purchase price paid by FA Re in connection with the acquisition of the warrants was $54,103,482.65.  Funds used to purchase the warrants were comprised of (i) $30,000,000 in inter-company loans from Folksamerican Reinsurance Company and White Mountains Re Group, both wholly owned subsidiaries of WTM, and (ii) $24,103,482.65 in cash.

The shares or warrants to purchase shares of Common Stock referred to in Item 5(a) hereof as being beneficially owned by the Reporting Persons (other than the warrants to purchase shares of Common Stock referred to in the previous paragraph) were acquired by such parties in transactions which have been previously described in filings pursuant to Rule 13d-1(d) under the Act on Schedule 13G (“Previous Filings”).

Item 4.

Purpose of Transaction

The Reporting Persons hold the shares and warrants to purchase shares of Common Stock of the Issuer as an investment.  The Reporting Persons may from time to time purchase additional shares of Common Stock of the Issuer in the open market or in private transactions.  The timing and amount of any such purchases will depend on market conditions, business conditions affecting the Issuer and other factors.  The Reporting Persons also reserve the right to reduce their interest in the Issuer from time to time by open market or private sales of Common Stock of the Issuer.

The Reporting Persons may also sell shares of Common Stock of the Issuer from time to time pursuant to that certain Registration Statement on Form S-3 (Registration No. 333-112792) filed by the Issuer with the Securities and Exchange Commission on February 13, 2004 (the “Registration Statement”) for registration of various securities to be issued from time to time by the Issuer and various shares of

Common Stock of the Issuer to be sold from time to time by the Reporting Persons and the other selling shareholders identified in such Registration Statement.

(a)       As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer (in each case, other than those described in the two immediately preceding paragraphs of this Item 4), provided, however, that each of the Reporting Persons reserves the right to (i) acquire or dispose of securities of the Issuer in the future and (ii) develop such plans or proposals in the future, in each case, to the extent that such Reporting Person deems any such acquisition, disposition, plan or proposal to be appropriate.

(b)       As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries.

(c)       As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries.

(d)       As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board except as follows: (i) John J. Byrne, a director of WTM, has announced that he will resign from the Board of Directors of the Issuer effective March 31, 2004, and (ii) John P. Cavoores, an Executive Officer of OBIC, PGIC and CFIA, has announced that he has declined his previously announced nomination to join the Board of Directors of the Issuer at the Issuer's next Annual Meeting.

(e)       As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in any material change in the present capitalization or dividend policy of the Issuer.

(f)        As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in any other material change in the Issuer’s business or corporate structure.

(g)       As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any of the Reporting Persons.

(h)       As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

(i)        As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act.

(j)        As of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons which relate to or would result in any action similar to those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)       The Reporting Persons beneficially own 13,472,357.5 shares of Common Stock of the Issuer, representing approximately 19.1% of the issued and outstanding shares of Common Stock of the Issuer, based on the Issuer’s representation that there were 63,392,597 shares of Common Stock of the Issuer outstanding as of March 1, 2004.

WTM owns no shares of record of Common Stock of the Issuer and beneficially owns (through FA Re, OBIC, PGIC and CFIA, which are indirect wholly owned subsidiaries of WTM) 6,300,000 shares of Common Stock of the Issuer and non-voting warrants to acquire 7,172,357.5 shares of Common Stock of the Issuer at a price of $16.67 per share through January 3, 2012 which were currently exercisable.  FA Re beneficially owns non-voting warrants to acquire 7,172,357.5 shares of Common Stock of the Issuer, representing approximately 10.1% of the issued and outstanding shares of Common Stock of the Issuer, at a price of $16.67 per share through January 3, 2012 which were currently exercisable.  OBIC beneficially owns 3,600,000 shares of Common Stock of the Issuer, representing approximately 5.7% of the issued and outstanding shares of Common Stock of the Issuer.  PGIC beneficially owns 1,800,000 shares of Common Stock of the Issuer, representing approximately 2.8% of the issued and outstanding shares of Common Stock of the Issuer.  CFIA beneficially owns 900,000 shares of Common Stock of the Issuer, representing approximately 1.4% of the issued and outstanding shares of Common Stock of the Issuer.

John J. Byrne, a person named in Item 2 hereof, is deemed to beneficially own 300,000 shares of Common Stock of the Issuer.  Included in Mr. Byrne's holdings is 60,000 shares of Common Stock owned by his wife and Mr. Byrne disclaims beneficial ownership of such shares.  K.Thomas Kemp, a person named in Item 2 hereof, beneficially owns 60,000 shares of Common Stock of the Issuer.  Gordon S. Macklin, a person named in Item 2 hereof, beneficially owns 30,000 shares of Common Stock of the Issuer.  Allan L. Waters, a person named in Item 2 hereof, beneficially owns 30,000 shares of Common Stock of the Issuer.  Joseph S. Steinberg, a person named in Item 2 hereof, beneficially owns 15,000 shares of Common Stock of the Issuer.  Each of the above named persons beneficially owns less than 1% of the issued and outstanding shares of Common Stock of the Issuer.  John G. Gillespie, a person named in Item 2 hereof, is deemed to beneficially own 974,460 shares of Common Stock of the Issuer, representing approximately 1.5% of the issued and outstanding shares of Common Stock of the Issuer.  Mr. Gillespie's beneficial interest in this number of shares of Common Stock is comprised of (i) 854,460 shares of Common Stock owned by various private investment funds managed by Prospector Partners LLC in which Mr. Gillespie is the managing member, (ii) 60,000 shares of Common Stock held by Gillespie Family 2000, LLC in which Mr. Gillespie's interest is limited to that as co-managing member, (iii) 36,000 shares of Common Stock held by Main Street America Assurance Corporation to which Mr.Gillespie serves as an investment manager and (iv) 24,000 shares of Common Stock held by National Grange Mutual Insurance Company to which Mr. Gillespie serves as an investment manager.  Mr. Gillespie disclaims beneficial ownership of such shares of

Common Stock referenced in (i) through (iv) above except to the extent of Mr. Gillespie's pecuniary interest therein.

(b)       In general, except as provided in the Issuer’s bye-laws, shareholders have one vote for each share of Common Stock held by them and are entitled to vote on a non-cumulative basis at all meetings of shareholders.  The Issuer’s bye-laws provide, among other things, that if, and so long as, the “Controlled Shares” (as defined below) of any person would otherwise represent more than 9.5% of the voting power of all of the shares of Common Stock entitled to vote generally at an election of directors, then the votes conferred by the Controlled Shares owned by such person shall be automatically reduced by whatever amount is necessary so that after any reduction of the votes conferred by the Controlled Shares of such person shall constitute 9.5% of the total voting power of all the shares of Common Stock entitled to vote generally at any election of directors.  “Controlled Shares” means, among other things, all shares of Common Stock that a person is deemed to beneficially own, directly, indirectly or constructively (within the meaning of Section 958 of the United States Internal Revenue Code of 1986, as amended).  Therefore, as of the date hereof, the Reporting Persons presently believe that they would not be entitled to more than 9.5% of the voting power of all of the shares of Common Stock entitled to vote generally at any election of directors.

Subject to the foregoing paragraph, the Reporting Persons beneficially own 13,472,357.5 shares of Common Stock of the Issuer as to which they have (i) shared power to vote or direct the vote and (ii) shared power to dispose or direct the disposition.  WTM owns no shares of record of Common Stock of the Issuer and beneficially owns 6,300,000 shares of Common Stock of the Issuer and non-voting warrants to acquire 7,172,357.5 shares of Common Stock of the Issuer as to which it has (i) shared power to vote or direct the vote and (ii) shared power to dispose or direct the disposition.  FA Re beneficially owns non-voting warrants to acquire 7,172,357.5 shares of Common Stock of the Issuer as to which it has (i) shared power to vote or direct the vote and (ii) shared power to dispose or direct the disposition.  OBIC beneficially owns 3,600,000 shares of Common Stock of the Issuer as to which it has (i) shared power to vote or direct the vote and (ii) shared power to dispose or direct the disposition.  PGIC beneficially owns 1,800,000 shares of Common Stock of the Issuer as to which it has (i) shared power to vote or direct the vote and (ii) shared power to dispose or direct the disposition.  CFIA beneficially owns 900,000 shares of Common Stock of the Issuer as to which it has (i) shared power to vote or direct the vote and (ii) shared power to dispose or direct the disposition.

John J. Byrne, a person named in Item 2 hereof, is deemed to beneficially own 300,000 shares of Common Stock of the Issuer. Mr. Byrne has (i) sole power to vote or direct the vote and sole power to dispose or direct the disposition as to 240,000 shares of Common Stock of the Issuer and (ii) shared power to vote or direct the vote and shared power to dispose or direct the disposition as to 60,000 shares of Common Stock of the Issuer.  K. Thomas Kemp, a person named in Item 2 hereof, beneficially owns 60,000 shares of Common Stock of the Issuer as to which he has (i) sole power to vote or direct the vote and (ii) sole power to dispose or direct the disposition.  Gordon S. Macklin, a person named in Item 2 hereof, beneficially owns 30,000 shares of Common Stock of the Issuer as to which he has (i) sole power to vote or direct the vote and (ii) sole power to dispose or direct the disposition.  Allan L. Waters, a person named in Item 2 hereof, beneficially owns 30,000 shares of Common Stock of the Issuer as to which he has (i) sole power to vote or direct

the vote and (ii) sole power to dispose or direct the disposition.  Joseph S. Steinberg, a person named in Item 2 hereof, beneficially owns 15,000 shares of Common Stock of the Issuer as to which he has (i) sole power to vote or direct the vote and (ii) sole power to dispose or direct the disposition.  John D. Gillespie, a person named in Item 2 hereof, is deemed to beneficially own 974,460 shares of Common Stock of the Issuer.  Mr. Gillespie has (i) sole power to vote or direct the vote and sole power to dispose or direct the disposition as to 914,460 shares of Common Stock of the Issuer and (ii) shared power to vote or direct the vote and shared power to dispose or direct the disposition as to 60,000 shares of Common Stock of the Issuer.  Mr. Gillespie disclaims beneficial ownership of all such shares of Common Stock referred to in (i) through (ii) above except to the extent of Mr. Gillespie's pecuniary interest therein.

(c)       On March 12, 2004, OBIC sold 4,500,000 shares of Common Stock of the Issuer to Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (the “Underwriters”) at a price of $34.50 per share pursuant to that certain Underwriting Agreement dated as of March 12, 2004 (the “Underwriting Agreement”) among the Underwriters, the Issuer, OBIC, and the other several selling shareholders listed in Schedule I to the Underwriting Agreement.

Except as described in the foregoing paragraphs of this Item 5(c), there have been no transactions in shares of the Common Stock of the Issuer effected by the Reporting Persons, and to the best knowledge of the Reporting Persons, no transactions in shares of Common Stock of the Issuer effected by any other person named in Item 2 hereof, during the 60 days immediately preceding the date of this Schedule 13D.

(d)      Not applicable.

(e)       Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth under Items 3, 4 and 6 and the agreements set forth in the Exhibits attached hereto are incorporated herein by reference.

In addition, certain of the Reporting Persons are parties to that certain Shareholders Agreement dated as of December 12, 2001, among the Issuer, each of the persons listed on Schedule 1 thereto and any future security holder of Issuer that becomes a party thereto (the “Shareholders Agreement”), which grants such parties certain registration rights, tag-along rights with respect to proposed sales of 20% or more of the outstanding shares of Common Stock by a shareholder (or group of shareholders) and certain information rights with respect to the Issuer.  The Shareholders Agreement is filed as Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1 (Registration No. 333-89408) filed by the Issuer with the Securities and Exchange Commission on May 30, 2002.  The Shareholders Agreement is incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

The following documents are filed as exhibits:

Exhibit
Number

Exhibit Name

1.

Agreement dated as of March 24, 2004, among White Mountains Insurance Group, Ltd., Fund American Reinsurance Company, Ltd., OneBeacon Insurance Company, Pennsylvania General Insurance Company and The Camden Fire Insurance Association.

Date:  March 24, 2004

WHITE MOUNTAINS INSURANCE GROUP, LTD.

by

Name:

Robert Seelig

Title:

Vice President and General Counsel

FUND AMERICAN REINSURANCE COMPANY. LTD.

by

Name:

Raymond Barrette

Title:

Vice President

ONEBEACON INSURANCE COMPANY

by

Name:

John Cavoores

Title:

President

PENNSYLVANIA GENERAL INSURANCE COMPANY

by

Name:

John Cavoores

Title:

President

THE CAMDEN FIRE INSURANCE ASSOCIATION

by

Name:

John Cavoores

Title:

President

Name/Citizenship

Position at WTM

Present Principal Occupation or
Employment*

Steven E. Fass

Director of WTM and President and Chief Executive Officer of Folksamerica Holding Company Ltd.

President and Chief Executive Officer of Folksamerica Holding Company Ltd.

K. Thomas Kemp

Director of WTM

Chief Financial Officer of Montpelier Re Holdings Ltd.

Gordon S. Macklin

Director of WTM

Retired

Joseph S. Steinberg

Director of WTM

President of Leucadia National Corporation

Allan L. Waters

Director of WTM

Managing Member of Mulherrin Capital Advisors, LLC

John J. Byrne

Director of WTM

Retired

George J. Gillespie III

Director of WTM

Partner, Cravath, Swaine & Moore

John D. Gillespie

Deputy Chairman of WTM and Chairman and President of White Mountains Advisors LLC.

Chairman and President of White Mountains Advisors LLC.

Frank A. Olson

Director of WTM

Retired

Raymond Barrette

Director and President and Chief Executive Officer of WTM

President and Chief Executive Officer of WTM

Howard L. Clark, Jr.

Director of WTM

Vice Chairman of Lehman Brothers, Inc.

Robert P. Cochran

Director of WTM

President and Chief Executive Officer of Financial Security Assurance Holdings Ltd.

Lowndes A. Smith

Director of WTM

Retired

Arthur Zankel

Director of WTM

Senior Managing Member of High Rise Capital Advisors LLC.

John P. Cavoores

Managing Director, President and Chief Executive Officer of OneBeacon Insurance Group LLC

Managing Director, President and Chief Executive Officer of OneBeacon Insurance Group LLC

Charles B Chokel

Managing Director of White Mountains Capital, Inc.

Managing Director of White Mountains Capital, Inc.

David T. Foy

Executive Vice President and Chief Financial Officer of WTM

Executive Vice President and Chief Financial Officer of WTM

J. Brian Palmer

Chief Accounting Officer of WTM

Chief Accounting Officer of WTM

Robert L. Seelig

Vice President and General Counsel of WTM

Vice President and General Counsel of WTM

Name/Citizenship

Position at FA Re

Present Principal Occupation or
Employment*

Steven E. Fass

Chairman

President and Chief Executive Officer of Folksamerica Holding Company Ltd.

Raymond Barrette

Director

President and Chief Executive Officer of WTM

Anders Henriksson/Sweden

Director and President

President of FA Re

Sheila Nicoll/Bermuda

Director

President and Chief Executive Officer of Olympus Re Holdings, Ltd.

Elinor Lucas Quarterly/Bermuda

Alternate Director

Associate, Conyers, Dill & Pearman

Name/Citizenship

Position at OBIC

Present Principal Occupation or
Employment*

Alexander C. Archimedes

Director and Senior Vice President

Senior Vice President

Andrew C. Carnase

Director and Senior Vice President

Senior Vice President

John P. Cavoores

Director and President

Managing Director, President and Chief Executive Officer of OneBeacon Insurance Group LLC

Charles B. Chokel

Director

Managing Director of White Mountains Capital LLC

Morgan W. Davis

Director and Managing Director

Managing Director

Gregory R. Galeaz

Director and Chief Financial Officer

Chief Financial Officer

Richard P. Howard

Director

Managing Director of White Mountains Advisors, LLC

Stuart N. Lerwick

Director and Chief Actuary

Chief Actuary

Thomas N. Schmitt

Director and Senior Vice President

Senior Vice President

Roger M. Singer

Director and Senior Vice President

Senior Vice President

Name/Citizenship

Position at PGIC

Present Principal Occupation or
Employment*

Alexander C. Archimedes

Director and Senior Vice President

Senior Vice President

Andrew C. Carnase

Director and Senior Vice President

Senior Vice President

John P. Cavoores

Director and President

Managing Director, President and Chief Executive Officer of OneBeacon Insurance Group LLC

Charles B. Chokel

Director

Managing Director of White Mountains Capital LLC

Morgan W. Davis

Director and Managing Director

Managing Director

Gregory R. Galeaz

Director and Chief Financial Officer

Chief Financial Officer

Richard P. Howard

Director

Managing Director of White Mountains Advisors, LLC

Stuart N. Lerwick

Director and Chief Actuary

Chief Actuary

Thomas N. Schmitt

Director and Senior Vice President

Senior Vice President

Roger M. Singer

Director and Senior Vice President

Senior Vice President

Name/Citizenship

Position at CFIA

Present Principal Occupation or
Employment*

Alexander C. Archimedes

Director and Senior Vice President

Senior Vice President

Andrew C. Carnase

Director and Senior Vice President

Senior Vice President

John P. Cavoores

Director and President

Managing Director, President and Chief Executive Officer of OneBeacon Insurance Group LLC

Charles B. Chokel

Director

Managing Director of White Mountains Capital LLC

Morgan W. Davis

Director and Managing Director

Managing Director

Gregory R. Galeaz

Director and Chief Financial Officer

Chief Financial Officer

Richard P. Howard

Director

Managing Director of White Mountains Advisors, LLC

Stuart N. Lerwick

Director and Chief Actuary

Chief Actuary

Thomas N. Schmitt

Director and Senior Vice President

Senior Vice President

Roger M. Singer

Director and Senior Vice President

Senior Vice President

Exhibit
Number

Exhibit Name

1.

Agreement dated as of March 24, 2004, among White Mountains Insurance Group, Ltd., Fund American Reinsurance Company, Ltd., OneBeacon Insurance Company, Pennsylvania General Insurance Company and The Camden Fire Insurance Association.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

by

Name:

Robert Seelig

Title:

Vice President and General Counsel

FUND AMERICAN REINSURANCE CO.

by

Name:

Raymond Barrette

Title:

Vice President

ONEBEACON INSURANCE COMPANY

by

Name:

John Cavoores

Title:

President

PENNSYLVANIA GENERAL INSURANCE COMPANY

by

Name:

John Cavoores

Title:

President

THE CAMDEN FIRE INSURANCE ASSOCIATION

by

Name:

John Cavoores

Title:

President