0001047469-12-001675 Sample Contracts

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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FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 28th, 2012 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

THIS FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT dated as of August 15, 2011 (“this Amendment”) is entered into between WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the “Advisor”), ONEBEACON INSURANCE GROUP, LTD., an exempted limited liability company organized under the laws of Bermuda (the “Client”), and ONEBEACON SPECIALTY INSURANCE COMPANY, a Pennsylvania corporation, HOMELAND INSURANCE COMPANY OF PENNSYLVANIA, a Pennsylvania corporation, OBI NATIONAL INSURANCE COMPANY, a Pennsylvania corporation, and HOMELAND INSURANCE COMPANY OF DELAWARE, a Delaware corporation (collectively, the “New Companies”), and ONEBEACON LLOYD’S OF TEXAS, a Texas Lloyd’s association, and ONEBEACON LLOYD’S, INC., a Texas corporation (collectively, the “Former Companies”).

Contract
Investment Management Agreement • February 28th, 2012 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance

This Amendment No. 1 (the “Amendment”) is entered into as of this 22nd day of December, 2011 by and between 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 14 Wesley Street, 5th Floor, Hamilton HM 11, Bermuda.

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