White Mountains Insurance Group Ltd Sample Contracts

White Mountains Insurance Group Ltd – SECONDAMENDED AND RESTATED SUPPLEMENTAL TRUST AGREEMENT (February 27th, 2019)

This Second Amended and Restated Supplemental Trust Agreement, dated as of December 4, 2018 (this “Supplemental Trust Agreement”), is entered into by and among BUILD AMERICA MUTUAL ASSURANCE COMPANY, a corporation organized and existing under the laws of New York (the “Beneficiary”), HG RE LTD., an exempted Bermuda limited company (the “Grantor”), and THE BANK OF NEW YORK MELLON, a banking corporation organized and existing under the laws of the State of New York (the “Trustee”), (the Grantor, the Beneficiary and the Trustee are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties”).

White Mountains Insurance Group Ltd – Execution Version CREDIT AGREEMENT Dated as of May 11, 2018 among NSM INSURANCE GROUP, LLC, as the Borrower, NSM INSURANCE HOLDCO, LLC, as Holdings, ARES CAPITAL CORPORATION, as Administrative Agent, and THE LENDERS AND L/C ISSUERS PARTY HERETO FROM TIME TO TIME ♦ ♦ ♦ ARES CAPITAL MANAGEMENT LLC, as Sole Bookrunner and Sole Lead Arranger and LAKE FOREST BANK & TRUST COMPANY, N.A., as Documentation Agent [[NYCORP:3713047v14:05/10/2018--10:17 PM]] (August 7th, 2018)
White Mountains Insurance Group Ltd – UNIT PURCHASE AGREEMENT BY AND AMONG NSM ACQUISITION HOLDINGS, LLC, AIG PROPERTY CASUALTY U.S., INC., THE MANAGEMENT SELLERS, WHITE MOUNTAINS INSURANCE GROUP, LTD., WHITE MOUNTAINS CATSKILL HOLDINGS, INC., NSM INSURANCE HOLDCO, LLC, AND ABRY PARTNERS VIII, L.P., AS SELLER REPRESENTATIVE DATED AS OF MARCH 31, 2018 (May 2nd, 2018)

This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2018, is made by and among NSM Acquisition Holdings, LLC, a Delaware limited liability company (“NSM Holdings”), AIG Property Casualty U.S., Inc., a Delaware corporation (“AIG”), each Management Seller (as defined herein) (each of NSM Holdings, AIG and each Management Seller may be referred to herein from time to time as a “Seller”, and collectively, the “Sellers”), NSM Insurance HoldCo, LLC, a Delaware limited liability company (the “Company”), White Mountains Catskill Holdings, Inc., a Delaware corporation (“Buyer”), White Mountains Insurance Group, Ltd., a Bermuda exempted limited liability company (“Parent”), and ABRY Partners VIII, L.P., a Delaware limited partnership, solely in its capacity as the Seller Representative (as defined in Section 11.9(a) hereto). The Company, the Sellers, Buyer and the Seller Representative shall be referred to herein from time to time collectively as the “Parties”. Capitalized t

White Mountains Insurance Group Ltd – PRESS RELEASE (April 10th, 2018)

HAMILTON, Bermuda, April 10, 2018 — White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today that it intends to commence a “modified Dutch auction” self-tender offer to purchase 500,000 of its common shares, or such lesser number of its common shares as are properly tendered and not properly withdrawn, at a purchase price of not greater than $875 or less than $825 per share, net to the seller in cash. The tender offer is expected to commence on April 10, 2018 and expire at 12:00 midnight, New York City time, at the end of the day on May 7, 2018, unless extended.  White Mountains’s common shares closed on the New York Stock Exchange at $806.17 per share on April 9, 2018.

White Mountains Insurance Group Ltd – SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (September 28th, 2017)

WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the “Advisor”), having an address at 200 Hubbard Road, Guilford, Connecticut 06437, and OneBeacon Insurance Group, Ltd., an exempted limited liability company organized under the laws of Bermuda (the “Client”), having an address at 605 North Highway 169, Plymouth, Minnesota 55441, and each affiliate company of the Client listed on Schedule B, and each having an address of 605 North Highway 169, Plymouth, Minnesota 55441, or which hereinafter becomes a party to this Agreement (each, an “Affiliated Company”, and collectively, the “Affiliated Companies”), hereby enter into this Second Amended and Restated Investment Management Agreement (this “Agreement”), dated as of September 28, 2017, and hereby amend and restate in its entirety the Amended and Restated Investment Management Agreement, dated December 23, 2014. The parties hereby agree that the Advisor shall act as discretionary advisor with respect to certain assets of

White Mountains Insurance Group Ltd – PRESS RELEASE (September 28th, 2017)

HAMILTON, Bermuda, September 28, 2017 -- White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today the completion of the previously announced merger of OneBeacon Insurance Group, Ltd. (NYSE: OB) with a subsidiary of Intact Financial Corporation (TSX: IFC).

White Mountains Insurance Group Ltd – WHITE MOUNTAINS INSURANCE GROUP, LTD. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (September 28th, 2017)

On September 28, 2017, OneBeacon Insurance Group, Ltd. (“OneBeacon”), a non-wholly owned subsidiary of White Mountains Insurance Group, Ltd. (“White Mountains”), completed its previously announced merger (the “Merger”) with a subsidiary of Intact Financial Corporation (“Intact”), pursuant to the terms of the Agreement and Plan of Merger, dated as of May 2, 2017 (the “Merger Agreement”), by and among OneBeacon, Intact, Intact Bermuda Holdings Ltd., a wholly owned subsidiary of Intact (“Holdco”) and Intact Acquisition Co. Ltd., a wholly owned subsidiary of Holdco. At the effective time of the Merger, each of the 71,754,738 Class B common shares of OneBeacon owned by Lone Tree Holdings Ltd. and Bridge Holdings (Bermuda) Ltd., each a wholly owned subsidiary of White Mountains, was automatically transferred to Holdco in exchange for the right to receive an amount in cash equal to $18.10, without interest, for aggregate total proceeds of approximately $1.3 billion. As of June 30, 2017, the

White Mountains Insurance Group Ltd – NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF (September 15th, 2017)

In connection with the pending merger between OneBeacon Insurance Group, Ltd. (a subsidiary of White Mountains Insurance Group, Ltd. (“White Mountains”)) and Intact Acquisition Co. Ltd., the plan administrator of the White Mountains Retirement Plan (the “WTM Plan”) sent a notice to participants that the assets of White Mountains’s active employees held in the OneBeacon 401(k) Savings Plan and Employee Stock Ownership Plan will be carved out and transferred to the WTM Plan.  In order to implement this transfer, WTM Plan activity will be restricted such that WTM Plan participants will not be able to direct or diversify the investments in their WTM Plan accounts, including amounts invested in White Mountains common shares, or obtain loans or distributions from the WTM Plan for a specified period of time (the “Blackout Period”).  During the Blackout Period, White Mountains’s directors and executive officers will be subject to trading restrictions, as described below, pursuant to Section 30

White Mountains Insurance Group Ltd – PRESS RELEASE (August 25th, 2017)

HAMILTON, Bermuda, August 25, 2017 -- The Board of Directors of White Mountains Insurance Group, Ltd. (NYSE: WTM) has elected Mary Choksi as a director of the Company.

White Mountains Insurance Group Ltd – PRESS RELEASE (August 17th, 2017)

HAMILTON, Bermuda, August 17, 2017 — White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today that it intends to commence a “modified Dutch auction” self-tender offer to purchase 500,000 of its common shares, or such lesser number of its common shares as are properly tendered and not properly withdrawn, at a purchase price of not greater than $875 or less than $825 per share, net to the seller in cash. The tender offer is expected to commence on August 17, 2017 and expire at 12:00 midnight, New York City time, at the end of the day on September 14, 2017, unless extended.  White Mountains’s common shares closed on the New York Stock Exchange at $850.65 per share on August 16, 2017.

White Mountains Insurance Group Ltd – EMPLOYMENT AGREEMENT (August 4th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 2, 2017, is between White Mountains Insurance Group, Ltd., a Bermuda corporation (the “Company”), and David T. Foy (the “Executive”).

White Mountains Insurance Group Ltd – OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan 2017-2019 Restricted Share Award Agreement (May 2nd, 2017)

THIS AWARD AGREEMENT (this “Agreement”) is made effective as of the 28th day of February 2017, between OneBeacon Insurance Group, Ltd., a Bermuda company (the “Company”) and <First Name><Last Name> (the “Participant”).

White Mountains Insurance Group Ltd – OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan 2017 Special Restricted Share Award Agreement (May 2nd, 2017)

THIS AWARD AGREEMENT (this “Agreement”) is made effective as of the 28th day of February 2017, between OneBeacon Insurance Group, Ltd., a Bermuda company (the “Company”) and <First Name><Last Name> (the “Participant”).

White Mountains Insurance Group Ltd – OneBeacon 2017 Long-Term Incentive Plan (May 2nd, 2017)
White Mountains Insurance Group Ltd – ONEBEACON’S 2017 MANAGEMENT INCENTIVE PLAN (May 2nd, 2017)

The Management Incentive Plan (MIP) is an integral part of the total compensation program for managers and certain key individual contributors. Its primary purpose is to focus attention on 2017 profitability goals and to reward eligible participants for the achievement of those goals.

White Mountains Insurance Group Ltd – March 1, 2017 Raymond Barrette Dear Ray: (May 2nd, 2017)

This letter agreement (this “Agreement”) is intended to set forth our mutual understanding and agreement regarding your retirement as Chief Executive Officer (“CEO”) of White Mountains Insurance Group, Ltd. (the “Company”) and as a member of the board of directors of the Company (the “Board”).

White Mountains Insurance Group Ltd – VOTING AGREEMENT (May 2nd, 2017)

THIS VOTING AGREEMENT (this “Agreement”), dated as of May 2, 2017, among Intact Financial Corporation, a Canadian corporation (“Parent”), the Persons executing this Agreement as “Shareholders” on the signature page hereto (each a “Shareholder” and collectively, the “Shareholders”), and, solely for purposes of Section 5.11, White Mountains Insurance Group, Ltd. (“WTM”), a Bermuda exempted limited liability company.

White Mountains Insurance Group Ltd – FOURTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (May 2nd, 2017)

THIS FOURTH AMENDMENT dated as of February 28, 2017, to the Amended and Restated Investment Management Agreement (the “Agreement”) dated as of December 23, 2014, is entered into between WHITE MOUNTAINS ADVISORS LLC, a limited liability company organized under the laws of the state of Delaware (the “Advisor”) and ONEBEACON INSURANCE GROUP, LTD., an exempted limited liability company organized under the laws of Bermuda (the “Client”).

White Mountains Insurance Group Ltd – ONEBEACON’S 2016 MANAGEMENT INCENTIVE PLAN (February 27th, 2017)

The Management Incentive Plan (MIP) is an integral part of the total compensation program for managers and certain key individual contributors. Its primary purpose is to focus attention on 2016 profitability goals and to reward eligible participants for the achievement of those goals.

White Mountains Insurance Group Ltd – SELLER PRIORITY SURPLUS NOTE (February 27th, 2017)

For Value Received, ONEBEACON INSURANCE COMPANY, a Pennsylvania domiciled, property and casualty insurance company located at OneBeacon Insurance Company, 3 Batterymarch Park, Quincy, MA 02169 (the “Company”) promises to pay to OneBeacon Insurance Group LLC of 601 Carlson Parkway, Minnetonka, MN 55305 (the “Holder”) the principal sum of $57,900,000 (the “Surplus Note”), and to pay interest thereon, from December 23, 2014 or from the most recent Scheduled Interest Payment Date (as defined below) for which interest has been paid or duly provided for, semi-annually in arrears on March 15 and August 31 in each year and on the date on which this Surplus Note matures, commencing March 15, 2015 (each, a “Scheduled Interest Payment Date”), at the applicable Stated Rate (as defined below), until the principal hereof is paid or duly provided for. The terms and conditions governing payment of this Surplus Note are as follows:

White Mountains Insurance Group Ltd – SELLER PARI PASSU SURPLUS NOTE Number 1 (February 27th, 2017)

For Value Received, ONEBEACON INSURANCE COMPANY, a Pennsylvania domiciled, property and casualty insurance company located at OneBeacon Insurance Company, 3 Batterymarch Park, Quincy, MA 02169 (the “Company”) promises to pay to OneBeacon Insurance Group LLC of 601 Carlson Parkway, Minnetonka, MN 55305 (the “Holder”) the principal sum of $43,100,000 (the “Surplus Note”), and to pay interest thereon, from December 23, 2014 or from the most recent Scheduled Interest Payment Date (as defined below) for which interest has been paid or duly provided for, semi-annually in arrears on March 15 and August 31 in each year and on the date on which this Surplus Note matures, commencing March 15, 2015 (each, a “Scheduled Interest Payment Date”), at the applicable Stated Rate (as defined below), until the principal hereof is paid or duly provided for. The terms and conditions governing payment of this Surplus Note are as follows:

White Mountains Insurance Group Ltd – SECOND AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (May 2nd, 2016)

This SECOND AMENDMENT dated as of June l, 2015 to the Amended and Restated Investment Management Agreement ("Agreement") dated as of December 23, 2014 is entered into between WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the "Advisor"), and ONEBEACON INSURANCE GROUP, LTD., an exempted limited liability company organized under the laws of Bermuda (the "Client"). Capitalized terms used but not defined herein have the meaning set forth in the Agreement.

White Mountains Insurance Group Ltd – ONEBEACON’S 2016 MANAGEMENT INCENTIVE PLAN (May 2nd, 2016)

The Management Incentive Plan (MIP) is an integral part of the total compensation program for managers and certain key individual contributors. Its primary purpose is to focus attention on 2016 profitability goals and to reward eligible participants for the achievement of those goals.

White Mountains Insurance Group Ltd – THIRD AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (May 2nd, 2016)

This THIRD AMENDMENT dated as of February 10, 2016 to the Amended and Restated Investment Management Agreement ("Agreement") dated as of December 23, 2014 is entered into between WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the "Advisor"), and ONEBEACON INSURANCE GROUP, LTD., an exempted limited liability company organized under the laws of Bermuda (the "Client"). Capitalized terms used but not defined herein have the meaning set forth in the Agreement.

White Mountains Insurance Group Ltd – PRESS RELEASE CONTACT: David Foy Tel: (203) 458-5850 (April 18th, 2016)

HAMILTON, Bermuda, April 18, 2016. White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today that it has completed the sale of Sirius International Insurance Group, Ltd. to a subsidiary of CM International Holding Pte. Ltd., the Singapore-based investment arm of China Minsheng Investment Corp., Ltd. The gross estimated purchase price paid at the closing was $2,592 million. Approximately $160 million of this amount was used to purchase out of Sirius Group certain assets to be retained by White Mountains, including shares of OneBeacon. The transaction is estimated to result in a gain of approximately $90 to White Mountains’s adjusted book value per share.

White Mountains Insurance Group Ltd – ONEBEACON’S 2015 MANAGEMENT INCENTIVE PLAN (February 29th, 2016)

The Management Incentive Plan (MIP) is an integral part of the total compensation program for managers and certain key individual contributors. Its primary purpose is to focus attention on 2015 profitability goals and to reward eligible participants for the achievement of those goals.

White Mountains Insurance Group Ltd – WHITE MOUNTAINS ANNUAL BONUS PROGRAM (February 29th, 2016)

The White Mountains Annual Bonus Program (the “Program”) is an integral part of the total compensation program for employees of White Mountains Insurance Group, Ltd. (“White Mountains”) and certain of its subsidiaries. The Program is overseen by the Compensation Committee of the Board of Directors of White Mountains (the “Compensation Committee”). At the end of each year, separate bonus pools are established for the non-investment personnel and the investment personnel based on performance. In general, the bonus pool may range from 0% to 200% of the target.

White Mountains Insurance Group Ltd – EMPLOYMENT AGREEMENT (November 2nd, 2015)

This Employment Agreement (this “Agreement”) is dated as of July 24, 2015, between Sirius International Insurance Group, Ltd., a Bermuda corporation (the “Company”), and Allan L. Waters (“Executive”). All capitalized terms used but not defined herein shall have the meanings set forth in the Amended and Restated Sirius Group Long Term Incentive Plan as in effect on the date hereof (the “Sirius LTIP”), which is attached hereto as Exhibit A.

White Mountains Insurance Group Ltd – SABBATICAL AGREEMENT (August 3rd, 2015)

THIS SABBATICAL AGREEMENT (this “Agreement”) dated June 1, 2015 is by and between White Mountains Capital, Inc., a Delaware corporation with principal executive offices at 80 South Main St., Hanover, NH 03755 (the “Company”), on behalf of itself, its ultimate parent White Mountains Insurance Group, Ltd., a Bermuda company (“WMIG”), and all other subsidiaries of WMIG (collectively with the Company, the “Company Group”), and G. Manning Rountree, an individual residing at 181 Acorn Hill Road in Lyme, New Hampshire (the “Executive”).

White Mountains Insurance Group Ltd – STOCK PURCHASE AGREEMENT Among LONE TREE HOLDINGS LTD., SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., CM INTERNATIONAL HOLDING PTE. LTD. and CM BERMUDA LIMITED Dated as of July 24, 2015 (July 27th, 2015)

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 24, 2015, among Lone Tree Holdings Ltd., an exempted company with limited liability incorporated under the laws of Bermuda with registered number 39337 having its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (“Seller”), Sirius International Insurance Group, Ltd., an exempted company with limited liability incorporated under the laws of Bermuda with registered number 39821 having its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (the “Company”), CM International Holding Pte. Ltd., a company with limited liability incorporated under the laws of Singapore with registered number 201437634R having its registered office at 20 Collyer Quay #23-01, Singapore 049319 (“Purchaser”), and CM Bermuda Limited, an exempted company with limited liability incorporated under the laws of Bermuda with registered number 50418 having its registered office at Canon’s Court, 22 Victo

White Mountains Insurance Group Ltd – PRESS RELEASE (June 8th, 2015)

HAMILTON, Bermuda, June 8, 2015 - The Board of Directors of White Mountains Insurance Group, Ltd. (NYSE: WTM) elected Gary Tolman as a Director of the Company.

White Mountains Insurance Group Ltd – Sirius International Group, Ltd. Consolidated Financial Statements For the years ended December 31, 2014, 2013, and 2012 (March 26th, 2015)

We have audited the accompanying consolidated financial statements of Sirius International Group, Ltd. and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2014 and December 31, 2013, and the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2014.

White Mountains Insurance Group Ltd – AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (February 27th, 2015)

WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the “Advisor”), having an address at 200 Hubbard Road, Guilford, Connecticut 06437, and OneBeacon Insurance Group, Ltd. , an exempted limited liability company organized under the laws of Bermuda (the “Client”), having an address at 601 Carlson Parkway, Suite 600, Minnetonka, Minnesota 55305, and each affiliate company of the Client listed on Schedule B, and each having an address of 601 Carlson Parkway, Suite 600, Minnetonka, Minnesota 55305, or which hereinafter becomes a party to this Agreement (each, an “Affiliated Company”, and collectively, the “Affiliated Companies”), hereby enter into this Investment Management Agreement (this “Agreement”), dated as of December 23, 2014, and hereby agree that the Advisor shall act as discretionary advisor with respect to certain assets of the Client and the Affiliated Companies described below (the “Investment Account”) on the following terms and conditions:

White Mountains Insurance Group Ltd – AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT (February 27th, 2015)

This Amendment No. 4 (this “Amendment”), dated as of November 3, 2014, is made among OneBeacon Insurance Group LLC (“Seller”), Trebuchet US Holdings, Inc. (“Purchaser”), OneBeacon Insurance Group, Ltd. (“Seller Parent”) and Armour Group Holdings Limited (“Purchaser Parent”). Capitalized terms used but not defined in this Amendment have the meanings set forth in the Agreement (as defined below).

White Mountains Insurance Group Ltd – AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (February 27th, 2015)

This Amendment No. 1 (this “Amendment”), dated as of February 1, 2013, is made among OneBeacon Insurance Group LLC (“Seller”), Trebuchet US Holdings, Inc. (“Purchaser”), OneBeacon Insurance Group, Ltd. (“Seller Parent”) and Armour Group Holdings Limited (“Purchaser Parent”). Capitalized terms used but not defined in this Amendment have the meanings set forth in the Agreement (as defined below).