CREDIT AGREEMENT Dated as of [ ], 2006 amongCredit Agreement • November 3rd, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This CREDIT AGREEMENT, dated as of [ ], 2006, among (i) FUND AMERICAN COMPANIES, INC., a Delaware corporation (the “Borrower”), (ii) ONEBEACON INSURANCE GROUP, LTD., a company existing under the laws of Bermuda (“Parent” and, together with the Borrower, collectively, the “Loan Parties” and, individually, a “Loan Party”), (iii) each lender from time to time party hereto (collectively, the “Lenders”), (iv) BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and the Issuing Lender and (v) LEHMAN BROTHERS INC., as Syndication Agent.
PROSPECTOR PARTNERS, LLC INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 3rd, 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 , 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:
20,000,000 OneBeacon Insurance Group, Ltd. Class A Common Shares UNDERWRITING AGREEMENTOneBeacon Insurance Group, Ltd. • November 3rd, 2006 • Fire, marine & casualty insurance • New York
LEHMAN BROTHERS INC. As Representative of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 3rd, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • Massachusetts
ONEBEACON ASSET MANAGEMENT, INC., a Delaware corporation (the “Adviser”), having an address at One Beacon Street, Boston, Massachusetts 02108, and (the “Client”), having an address at , hereby enter into this Investment Management Agreement, dated as of (“this Agreement”), and hereby agree that the Adviser shall act as discretionary adviser with respect to the assets of the Client described below (the “Investment Account”) on the following terms and conditions:
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 3rd, 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 , a corporation (the “Client”), having an address at One Beacon Street, Boston, Massachusetts 02108, hereby enter into this Investment Management Agreement, dated as of (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:
Form of Side-by-Side AGREEMENTAgreement • November 3rd, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
THIS AGREEMENT (“Agreement”) by and between White Mountains Advisors LLC, a Delaware limited liability company (“WMA”), and OneBeacon Insurance Group, Ltd., a Bermuda company (“OneBeacon”), is dated as of November , 2006.
