SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BARRETTE RAYMOND JOSEPH RENE

(Last) (First) (Middle)
C/O WHITE MOUNTAINS INSURANCE GROUP
80 SOUTH MAIN STREET

(Street)
HANOVER NH 03755

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WHITE MOUNTAINS INSURANCE GROUP LTD [ WTM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 19,506 D
Common Shares 3,700 I By IRA
Common Shares 514(1) I By 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Shares (Deferred Compensation) (2) 03/24/2004 03/24/2004 A 16(3) (4) (4) Common Shares 16 $493(5) 7,668 D
Phantom Shares (Deferred Compensation (2) 03/24/2004 03/24/2004 A 83(3) (6) (6) Common Shares 83 $493(5) 40,903 D
Common Share Options (7) (8) 02/28/2010 Common Shares 7,665 7,665 D
Explanation of Responses:
1. Since February 10, 2004, the date of Reporting Person's last filing, Reporting Person acquired 9 shares of WTM's Common Shares under the Folksamerica 401(k) Plan. WTM Common Shares are purchased at fair market value on the date of purchase. The information in this report is based on a plan statement dated as of February 27,2004.
2. Phantom Shares are convertible into Common Shares on a 1 for 1 basis.
3. On March 24, 2004, the Reporting Person's deferred compensation account was credited with Phantom Shares equal in value to the ordinary dividend paid on the underlying WTM Common Shares on the dividend date.
4. Payment of deferred compensation balances is due in cash based on a predetermined Payment Schedule entered into in October 1999 by the Reporting Person.
5. Dividends are automatically invested in Phantom Shares at the fair market price per share of the underlying WTM Common Shares on March 24, 2004, the date the dividends are deemed to be paid.
6. The Phantom Shares are payable, at the election of the Company, in cash or in Common Shares following termination of the Reporting Person's employment with the Company or beginning at an earlier date selected by the Reporting Person.
7. On February 28, 2000, the Reporting Person was granted options to purchase WTM Common Shares on a 1 for 1 basis at an initial exercise price of $106.19. The exercise price increases by 6% annually on a cumulative basis.
8. Reporting Person was originally granted 9,000 options to purchase Common Shares on February 28, 2000. 900 options become exercisable annually over a ten-year period. 335 options were exercised on December 27, 2001 at an exercise price of $118.15 and 1,000 options were exercised on December 30, 2002 at an exercise price of $125.30
Remarks:
Dennis Beaulieu, by Power of Attorney 03/25/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Brian Palmer, Chief Accounting
Officer, Robert L. Seelig, General Counsel, and
Dennis P. Beaulieu, Secretary, of White Mountains Insurance
Group, Ltd., signing singly, the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of White
Mountains Insurance Group, Ltd. (the "Company"), Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute
any amendment or amendments thereto, and timely file such form
with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3)take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned,
are not rendering legal advice of any form, other than satisfying
regulatory filing requirements, with respect to any transactions
to be reported on Forms 3, 4 and 5 are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
The undersigned hereby grants this Power of Attorney with the
understanding that information provided to each such
attorney-in-fact is strictly confidential and will not be
disclosed to senior management, directors or other third parties
whether affiliated or otherwise and will be used solely to
complete and execute any such Form 3, 4 or 5, complete and
execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3,
4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this
9th day of January, 2004.

/s/  Raymond Barrette