White Mountains Files $2 Billion Shelf Registration Statement

June 30, 2003

The Bermuda-based White Mountains Insurance Group, Ltd. announced that it has filed an unallocated universal shelf registration statement with the Securities and Exchange Commission to issue up to $2 billion of equity and debt securities in one or more offerings, once the statement becomes effective.

The company also said that “In addition to the $2 billion of securities registered under the shelf registration statement, White Mountains is also registering possible future sales of up to 677,966 common shares held by advisory clients of Franklin Mutual Advisers, LLC (‘Franklin’) and 84,745 common shares held by advisory clients of Highfields Capital Management, Ltd. (‘Highfields’).”

White Mountains indicated that “These shares have been included at Franklin’s and Highfield’s request, pursuant to prior contractual arrangements, to preserve flexibility for Franklin and Highfields to include some or all these shares in any offering of shares in the future pursuant to the registration statement. Any sale of shares by Franklin or Highfields pursuant to the registration statement can only be made in an underwritten offering initiated by White Mountains. If Franklin or Highfields had not decided to exercise their respective rights to include shares in the registration statement at this time, they would not have had the flexibility to participate in any such offering in the future. White Mountains will not receive any proceeds from any sale of shares by Franklin or Highfields. ”

Last Thursday Montpelier Re Holdings Ltd., White Mountains’, Bermuda-based reinsurance operation, which went public in 2002, announced that several of its shareholders would sell seven million shares, valued at around $213 million, in a secondary offering at $30.50 per share. The company indicated that “Montpelier did not sell any common shares in the offering. The selling shareholders will receive all the net proceeds.”

Reuters News Service identified the selling shareholders, listed in the original registration, as “Cypress Merchant B Partners II (Cayman) LP, DLJMB Overseas Partners III LP, Vestar AIV Holdings A LP, Gilbert Global Equity Partners (Bermuda) LP, and entities associated with each of them.”

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