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4
FASS STEVEN ELLIOT filed this Form 4 on 02/25/2005
Entire Document
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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*
FASS STEVE ELLIOTT

(Last) (First) (Middle)
C/O WHITE MOUNTAINS INSURANCE GROUP, LTD
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)
Pres & CEO, White Mountains Re
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2005
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 (restricted) 10,000 D
Common Shares 3,831(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) 02/23/2005 A 8,000 (3) (3) Common Shares 8,000 $649 10,500 D
Phantom Shares (Deferred Compensation) (2) (4) (4) Common Shares 3,086 3,086 D
Common Share Options (5) (6) 02/28/2010 Common Shares 9,000 9,000 D
Explanation of Responses:
1. Since March 4, 2004, the date of Reporting Person's last filing, Reporting Person acquired 48 shares of WTM 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 January 31, 2005.
2. Phantom Shares are convertible into Common Shares on a 1 for 1 basis.
3. 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.
4. The Phantom Shares are payable in cash following termination of the Reporting Person's employment with the Company.
5. 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.
6. 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.
Remarks:
Dennis Beaulieu, by Power of Attorney 02/25/2005
** 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 March, 2004. 

/s/  Steven E. Fass



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