OneBeacon Insurance Group, Ltd. Sample Contracts

AS TRUSTEE
Supplemental Indenture • September 15th, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance
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SENIOR INDENTURE Dated as of May 19, 2003 Providing for Issuance of Securities in Series CROSS-REFERENCE TABLE
Senior Indenture • September 15th, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
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20,000,000 OneBeacon Insurance Group, Ltd. Class A Common Shares UNDERWRITING AGREEMENT
Underwriting Agreement • November 3rd, 2006 • OneBeacon Insurance Group, Ltd. • 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

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CREDIT AGREEMENT Dated as of November 14, 2006 among
Credit Agreement • February 28th, 2007 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This CREDIT AGREEMENT, dated as of November 14, 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.

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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan
Long-Term Incentive Plan Grant • March 4th, 2013 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

THIS GRANT (this “Grant”) is made, effective as of February 26, 2013, between OneBeacon Insurance Group, Ltd., a Bermuda company limited by shares (the “Company”) and <First NAME> <Last NAME> (the “Participant”).

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SENIOR INDENTURE Dated as of November 9, 2012
Senior Indenture • November 9th, 2012 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

SENIOR INDENTURE (this “Indenture”) among ONEBEACON INSURANCE GROUP, LTD. a company existing under the laws of Bermuda (the “Guarantor”) having its principal office at 601 Carlson Parkway, Minnetonka, Minnesota 55305, ONEBEACON U.S. HOLDINGS, INC., a Delaware corporation (the “Company”) having its principal office at 601 Carlson Parkway, Minnetonka, Minnesota 55305, and The Bank of New York Mellon Trust Company, N.A., trustee (hereinafter called the “Trustee”), is made and entered into as of this 9th day of November, 2012.

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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan
Long-Term Incentive Plan Grant • March 4th, 2013 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

THIS GRANT (this “Grant”) is made, effective as of February 26, 2013, between OneBeacon Insurance Group, Ltd., a Bermuda company (the “Company”) and <First NAME> <Last NAME> (the “Participant”).

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ADVERSE DEVELOPMENT AGREEMENT OF REINSURANCE NO. 8888 between POTOMAC INSURANCE COMPANY One Beacon Street Boston, Massachusetts 02108 (herein referred to as the "Reinsurer") and GENERAL REINSURANCE CORPORATION a Delaware corporation having its...
Adverse Development Agreement of Reinsurance • September 15th, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance
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PROSPECTOR PARTNERS, LLC INVESTMENT MANAGEMENT AGREEMENT
Investment 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:

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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 • November 9th, 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.

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ONEBEACON INSURANCE GROUP, LTD. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • October 20th, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

AGREEMENT made as of this ___th day of _____ 2006, by and between OneBeacon Insurance Group, Ltd. (“the Company”), a Bermuda company limited by shares (“the Company”), and ___________ (“the Optionee”).

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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan
Long-Term Incentive Plan Agreement • August 4th, 2017 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

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

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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan
Long-Term Incentive Plan Agreement • March 6th, 2017 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

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”).

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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan
Long-Term Incentive Plan • February 29th, 2016 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

THIS GRANT (this “Grant”) is made, effective as of February 24, 2016, between OneBeacon Insurance Group, Ltd., a Bermuda company limited by shares (the "Company") and <First NAME> <Last NAME> (the "Participant").

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Retention Agreement
Retention Agreement • May 24th, 2017 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

As you know, it is expected that Intact Financial Corporation (“Parent”) will acquire OneBeacon Insurance Group, Ltd. (“OneBeacon”) pursuant to a merger agreement entered into by Parent, its affiliates and OneBeacon. You are an important member of the senior leadership team of OneBeacon, and your continued employment with OneBeacon on and after the merger is important to the continued success of OneBeacon and its business.

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Aggregate Loss Portfolio Reinsurance Agreement • September 15th, 2006 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
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AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 27th, 2015 • 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 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:

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VOTING AGREEMENT
Voting Agreement • May 2nd, 2017 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • Delaware

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.

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AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 27th, 2015 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

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).

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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan
Long-Term Incentive Plan Grant • February 29th, 2016 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

THIS GRANT (this “Grant”) is made, effective as of February 24, 2016, between OneBeacon Insurance Group, Ltd., a Bermuda company (the "Company") and <First NAME> <Last NAME> (the "Participant").

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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan 2007-2008 Performance Share Grant
Long-Term Incentive Plan Grant • February 29th, 2008 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

THIS GRANT (this "Grant") is made, effective as of March 1, 2007, between OneBeacon Insurance Group, Ltd., a Bermuda company limited by shares (the "Company") and (the "Participant").

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PROSPECTOR PARTNERS, LLC INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 28th, 2012 • 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 March 1, 2011 (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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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 27th, 2015 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

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).

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AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 29th, 2014 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This Amendment No. 3 (this “Amendment”), dated as of June 19, 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).

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FOURTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 2nd, 2017 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

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”).

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PROSPECTOR PARTNERS AND ONEBEACON INSURANCE GROUP, LTD. AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 27th, 2015 • 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 Amended and Restated Investment Management Agreement, dated as of February 25, 2015 (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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AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 28th, 2014 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This Amendment (this “Amendment”), dated as of October 25, 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).

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SECOND AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 2nd, 2016 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

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.

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THIRD AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 2nd, 2016 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

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.

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TRUST AGREEMENT
Trust Agreement • February 28th, 2007 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • Delaware
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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan
Restricted Share Award Agreement • March 6th, 2017 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

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”).

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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan
Restricted Share Award Agreement • February 29th, 2016 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

THIS AGREEMENT (this "Agreement") is made effective as of the 24th day of February, 2016, between OneBeacon Insurance Group, Ltd. (the "Company") and <First><Last> (the "Participant").

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Deal CUSIP G6771DAA6Revolving Facility CUSIP G6771DAB4 CREDIT AGREEMENTdated as of September 29, 2015,amongONEBEACON INSURANCE GROUP, LTD. and ONEBEACON U.S. HOLDINGS, INC., as the Borrowers,U.S. BANK NATIONAL ASSOCIATION, as the Administrative Agent,...
Credit Agreement • November 2nd, 2015 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This CREDIT AGREEMENT, dated as of September 29, 2015, is among ONEBEACON INSURANCE GROUP, LTD., an exempted Bermuda limited liability company (the “Company”), ONEBEACON U.S. HOLDINGS, INC., a Delaware corporation (“OneBeacon Holdings”, and together with the Company, each a “Borrower”, and collectively, the “Borrowers”), each lender from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as the Administrative Agent, an Issuing Lender and the Issuing Agent.

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STOCK PURCHASE AGREEMENT BY AND AMONG ONEBEACON INSURANCE GROUP LLC, ONEBEACON INSURANCE GROUP, LTD., TREBUCHET US HOLDINGS, INC. AND ARMOUR GROUP HOLDINGS LIMITED DATED AS OF OCTOBER 17, 2012
Stock Purchase Agreement • October 18th, 2012 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of October 17, 2012, by and among OneBeacon Insurance Group LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”), Trebuchet US Holdings, Inc., a corporation incorporated under the laws of the State of Delaware (“Purchaser”), and solely for purposes of Section 7.3 and Article IX, OneBeacon Insurance Group, Ltd., an exempt limited liability company organized under the laws of Bermuda (“Seller Parent”), and solely for purposes of Articles II and IX Armour Group Holdings Limited, an exempt limited liability company organized under the laws of Bermuda (“Purchaser Parent”).

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OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan Form of 2009-2011 Performance Share Grant
Performance Share Grant • March 2nd, 2009 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

THIS GRANT (this “Grant”) is made, effective as of February 24, 2009, between OneBeacon Insurance Group, Ltd., a Bermuda company limited by shares (the “Company”) and <First NAME> <Last NAME> (the “Participant”).

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