0001047469-06-012561 Sample Contracts

PROSPECTOR PARTNERS, LLC INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 10th, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

PROSPECTOR PARTNERS, LLC, a Delaware limited liability company (the “Adviser”), having an address at 370 Church Street, Guilford, Connecticut 06437, and OneBeacon Insurance Group, Ltd., a Bermuda Corporation (“OneBeacon”), having an address at Bank of Butterfield Building, 42 Reid Street, Hamilton HM 12, Bermuda, hereby enter into this Investment Management Agreement, dated as of [November 11, 2006] (this “Agreement”), and hereby agree that the Adviser shall act as discretionary adviser with respect to the specified assets of each subsidiary of OneBeacon identified on Schedule A (each, a “Client”) to this Agreement as such schedule may be amended from time to time to add new subsidiaries as Clients on the following terms and conditions:

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Registration Rights Agreement Between OneBeacon Insurance Group, Ltd. And White Mountains Insurance Group, Ltd. Dated as of , 2006
Registration Rights Agreement • October 10th, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2006, is entered into by and between OneBeacon Insurance Group, Ltd., a Bermuda exempted limited liability company (including its successors, the “Company”), and White Mountains Insurance Group, Ltd., a Bermuda exempted limited liability company.

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 10th, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the “Advisor”), having an address at 370 Church Street, Guilford, Connecticut 06437, and ONEBEACON INSURANCE GROUP, LTD AND ITS SUBSIDIARIES., a Bermuda corporation (the “Client”), having an address at Bank of Butterfield Building, 42 Reid Street, Hamilton, HM 12, Bermuda, hereby enter into this Investment Management Agreement, dated as of [November 11, 2006] (this “Agreement”), and hereby agree that the Advisor shall act as discretionary adviser with respect to the assets of the Client described below (the “Investment Account”) on the following terms and conditions:

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