Exhibit 10.2.3


INVESTMENT
MANAGEMENT AGREEMENT


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 November 14, 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:


1.                                       Investment Account.  The Investment Account shall consist of cash and
the securities of the Client.


2.                                       Services of Advisor.  By execution of this Agreement, the Advisor
accepts appointment as adviser for the Investment Account with full discretion
and agrees to supervise and direct the investments of the Investment Account in
accordance with the investment objectives, policies and restrictions described
in the investment guidelines to be furnished by the Client to the Advisor from
time to time (the “Investment Guidelines”).  The Investment Guidelines are for the stated
purpose of assisting the Advisor in the performance of its investment
duties.  The Advisor will manage the
Investment Account in accordance with such Investment Guidelines as provided to
the Advisor from time to time.  In
addition, the Advisor agrees to provide treasury management advisory services
specific to the Investment Account (“Treasury Management Services”), as
directed by the Client.  The Treasury
Management Services include, without limitation, (i) executing investment
transactions to support short-term treasury cash requirements, (ii) settling
inter-company and dividend treasury transactions with cash and securities,
(iii) settling quarterly tax liability payments from the Investment Account,
(iv) providing preliminary valuation for securities supporting treasury
transactions, (v) assisting the Client in evaluating securities lending
programs administered by custodians designated by the Client and acceptable to
the Advisor, and (vi) collaborating with the Client to provide treasury
transaction support to custodians and accounting servicing providers designated
by the Client and acceptable to the Advisor.


3.                                       Discretionary Authority.  Advisor shall have full discretion and
authority, without obtaining any prior approval, as the Client’s agent and
attorney-in-fact: (a) to make all investment decisions in
respect of the Investment Account on the Client’s behalf and at the Client’s
sole risk; (b) to buy, sell, exchange, convert, liquidate or otherwise
trade in any stock, bond and other securities in respect of the Investment
Account; (c) to place orders with respect to, and to arrange for, any of
the foregoing; and (d) in furtherance of the foregoing, to do anything
which the Advisor shall deem requisite, appropriate or advisable in connection
therewith, including, without limitation, the selection of such brokers,
dealers, and others as the Advisor shall determine in its absolute
discretion.  


4.                                       Liability.  In the performance of its services, the
Advisor will not be liable for any error in judgment or any acts or failures to
act except those resulting from the Advisor’s gross negligence, willful
misconduct or malfeasance.  Nothing
herein shall in any way constitute a waiver or limitation of any right of any
person under the federal securities laws. 
The Advisor shall have no



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responsibility whatsoever for
the management of any assets of the Client other than the Investment Account.


5.                                       Custody.  The assets of the Investment Account shall be
held in one or more separately identified accounts in the custody of one or
more banks, trust companies, brokerage firms or other entities designated by
the Client and acceptable to the Advisor. 
The Advisor will communicate its investment purchase, sale and delivery
instructions directly with the Client’s custodian or other qualified
depository.  The Client shall be
responsible for all custodial arrangements and the payment of all custodial
charges and fees, and the Advisor shall have no responsibility or liability
with respect to custody arrangements or the acts, omissions or other conduct of
the custodians.


6.                                       Brokerage.  When placing orders for the execution of
transactions for the Investment Account, the Advisor may allocate all
transactions to such brokers or dealers, for execution on such markets, at such
prices and commission rates, as are selected by the Advisor in its sole
discretion.  In selecting brokers or
dealers to execute transactions, the Advisor need not solicit competitive bids
and does not have an obligation to seek the lowest available commission
cost.  It is not the Advisor’s practice
to negotiate “execution only” commission rates, and, in negotiating commission
rates, the Advisor shall take into account the financial stability and
reputation of brokerage firms and brokerage and research services provided by
such brokers.  The Client may be deemed
to be paying for research provided or paid for by the broker which is included
in the commission rate although the Client may not, in any particular instance,
be the direct or indirect beneficiary of the research services provided.  Research furnished by brokers may include,
but is not limited to, written information and analyses concerning specific
securities, companies or sectors; market, finance and economic studies and forecasts;
financial publications; statistics and pricing services; discussions with
research personnel; and software and data bases utilized in the investment
management process.  The Client
acknowledges that since commission rates are generally negotiable, selecting
brokers on the basis of considerations which are not limited to applicable
commission rates may at times result in higher transaction costs than would
otherwise be obtainable.  The Advisor is
hereby authorized to, and the Client acknowledges that the Advisor may,
aggregate orders on behalf of the Investment Account with orders on behalf of
other clients of the Advisor.  In such
event, allocation of the securities purchased or sold, as well as expenses
incurred in the transaction, shall be made in a manner which the Advisor
considers to be the most fair and equitable to all of its clients, including
the Client.


                                                7.                                       Representations and Warranties.


(a)          The
Client represents, warrants, covenants and agrees that:


(i)                             it has full legal power and authority to enter into this Agreement;


(ii)                          the appointment of the Advisor hereunder is permitted by the Client’s
governing documents and has been duly authorized by all necessary corporate or
other action, and


(iii)                       it will indemnify the Advisor and hold it harmless against any and
all  losses, costs, claims and
liabilities which the Advisor may suffer or



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incur arising out of any material breach of these representations and
warranties of the Client.


(b)         The Advisor represents, warrants, covenants
and agrees that:


(i)                             it has full legal power and authority to
enter into this Agreement;


(ii)                          it is registered as an investment adviser
with the Securities and Exchange Commission pursuant to the Investment Advisers
Act of 1940, as amended (the “Advisers Act”);


(iii)                       entering into this Agreement has been duly authorized
by all necessary corporate or other action under the Advisor’s governing
document, and


(iv)                      it will indemnify the Client and hold it
harmless against any and all losses, costs, claims and liabilities which the
Client may suffer or incur arising out of any material breach of any
representations and warranties of the Advisor.


8.                                       Reports.  The Advisor shall provide the Client with
reports containing the status of the Investment Account at least monthly, and
will provide written advisory report letters to the Client on a quarterly
basis.  The Advisor shall also provide
the Client with preliminary valuation of the Investment Account on a monthly
basis.  The preliminary valuation will be
determined in accordance with the Advisor’s valuation policies and procedures,
a copy of which shall be provided to the Client at least annually.  All records maintained pursuant to this
Agreement shall be subject to examination by the Client and by persons
authorized by it, or by appropriate governmental authorities, at all times upon
reasonable notice.  The Advisor shall
provide copies of trade tickets, custodial reports and other records the Client
reasonably requires for accounting or tax purposes.


9.                                       Management Fee,
Treasury Management Fee and Expenses.


(a)   The Advisor will be paid a quarterly
management and treasury management fee (the “Management Fee”) for its
investment advisory and treasury management services provided hereunder,
determined in accordance with Schedule A to this Agreement.  During the term of this Agreement, the
Management Fee shall be billed and payable in arrears on a quarterly basis
within 10 days after the last day of each calendar quarter based upon the value
of the Investment Account as of the last day of the immediately preceding
calendar quarter.  The Management Fee
shall be pro-rated for any partial quarter. 
Capital inflows and outflows result in an adjustment to the value of
assets under management that serves as the base of the Management Fee.  This adjustment has the effect of time-weighting
capital flows in the account resulting in the Management Fee being properly
charged for only the period of time such assets are actually managed by the
Advisor.  It is understood that, in the
event that the Management Fee is to be paid by the custodian out of the
Investment Account, the Client will provide written authorization to the
custodian to pay the Management Fee directly from the Investment Account.


(b)   The Client shall be responsible for all
expenses incurred directly in connection with transactions effected on behalf
of the Client pursuant to this Agreement and shall include:  custodial fees; PAM accounting service fees,
Charles River compliance service fees, investment expenses such as commissions;
and other expenses reasonably related to the purchase, sale or 



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transmittal of Investment
Account assets (other than research fees and expenses with respect to the
Investment Account).


10.                                 Confidential
Relationship.  All information and advice
furnished by either party to the other party pursuant to this Agreement shall
be treated by the receiving party as confidential and shall not be disclosed to
third parties except as required by law.


11.                                 Assignment.  This agreement may not be
assigned (within the meaning of the Advisers Act) by either party without the
written consent of the other party, and any assignment without such consent
shall automatically cause the termination hereof.


12.                                 Directions to the
Advisor.  All directions by or on behalf of the Client
to the Advisor shall be in writing signed by or on behalf of the Client.  The Advisor shall be fully protected in
relying upon any such writing which the Advisor believes to be genuine and
signed or presented by the proper person or persons, shall be under no duty to
make any investigation or inquiry as to any statement contained therein and may
accept the same as conclusive evidence of the truth and accuracy of the
statements therein contained.


13.                                 Services to Other
Clients.  It is understood that the Advisor acts as
investment adviser to other clients and may give advice and take action with
respect to such clients that differs from the advice given or the action taken
with respect to the Investment Account. 
Nothing in this Agreement shall restrict the right of the Advisor, its
members, managers, officers, employees or affiliates to perform investment
management or advisory services for any other person or entity, and the
performance of such service for others shall not be deemed to violate or give
rise to any duty or obligation to the Client.


14.                                 Investment by the
Advisor for Its Own Account.  Nothing in this
Agreement shall limit or restrict the Advisor or any of its members, managers,
officers, employees or affiliates from buying, selling or trading any
securities for its or their own account or accounts.  The Client acknowledges that the Advisor and
its members, managers, officers, employees, affiliates and other clients may at
any time have, acquire, increase, decrease or dispose of securities which are
at or about the same time acquired or disposed of for the account of the
Client.  The Advisor shall have no
obligation to purchase or sell for the Investment Account or to recommend for
purchase or sale by the Investment Account any security that the Advisor or its
members, managers, officers, employees or affiliates may purchase or sell for
itself or themselves or for any other client.


15.                                 Proxies.  Subject to any other written instructions of
the Client, the Advisor is hereby appointed as the Client’s agent and
attorney-in-fact in its discretion to vote, convert or tender in an exchange or
tender offer any securities in the Investment Account, to execute proxies,
waivers, consents and other instruments with respect to such securities, to
endorse, transfer or deliver such securities and to participate in or consent
to any plan of reorganization, merger, combination, consolidation, liquidation
or similar plan with reference to such securities, and the Advisor shall not
incur any liability to the Client by reason of any exercise of, or failure to exercise,
any such discretion.


16.                                 Notices.  All notices and instructions with respect to
securities transactions or any other matters contemplated by this Agreement
shall be deemed duly given when delivered in writing, via electronic
communications or deposited by first-class mail to the following addresses:



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(a) if to the Advisor, at its
address set forth above, Attention: Chief Financial Officer, or (b) if to the
Client, at its address set forth above, Attention: Chief Financial
Officer.  The Advisor or the Client may
change its address or specify a different manner of addressing itself by giving
notice of such change in writing to the other party.


17.                                 Entire Agreement;
Amendment.  This Agreement sets forth the entire
agreement of the parties with respect to management of the Investment Account,
supersedes any previous Investment Management Agreement between the Advisor and
the Client and shall not be amended except by an instrument in writing signed
by the parties hereto.


18.                                 Arbitration.  Any controversy or claim arising out of or
relating to this Agreement, or the breach of the same, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction. 
All arbitration expenses shall be borne equally by the Advisor and the
Client.


19.                                 Termination.  This Agreement shall continue in force in
accordance with paragraph 21, Effective Date and Term of this
Agreement.  During such term, this
Agreement may be terminated by the Client upon written notice to the Advisor at
least sixty (60) days prior to the date upon which such termination is to
become effective only (i) for cause (including material non-performance by the
Advisor), (ii) if there is a change in control of the Advisor (for this
purpose, a change in control represents 50% or more of voting interest of the
Advisor) or (iii) if White Mountains Insurance Group, Ltd.’s voting interest in
Client falls below 50%.  Following the
end of the initial fixed term and any extensions, as provided by paragraph 21, Effective
Date and Term of this Agreement, the Agreement may be terminated by either
party without penalty by written notice to the other party at least sixty (60)
days prior to the date upon which such termination is to become effective,
provided that the Client shall honor any trades executed but not settled before
the date of any such termination.  Upon
termination of this Agreement, any accrued and unpaid Management Fee and
Treasury Management Fee hereunder shall be paid by the Client to the Advisor.


20.                                 Governing Law.  To
the extent that the interpretation or effect of this Agreement shall depend on
state law, this Agreement shall be governed
by and construed in accordance with the laws of the State of New York.


21.                                 Effective Date and
Term.  This Agreement shall become effective on the
first date written above for an initial fixed term of three years, which will
be extendible by the Client for an additional one year (a fourth year) at/prior
to the end of the second year of the term, and if so extended, for a second
additional year (a fifth year) at/prior to the end of the third year of the
term.


22.                                 Receipt of Disclosure
Statement.  The Client acknowledges receipt of a copy of
Part II of the Advisor’s Form ADV in compliance with Rule 204-3(b) under the
Investment Advisers Act of 1940, as amended, more than 48 hours prior to the
date of execution of this Agreement.  The
Advisor shall annually and without charge, upon request by the Client, deliver
to the Client the current version of such form or a written document containing
at least the information then required to be contained in such form.



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23.                                 Counterparts.  This Agreement may be executed in two
counterparts, each one of which shall be deemed to be an original.


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
duly authorized representatives as of the date first written above.


	
  ADVISOR:

  	
   

  	
  CLIENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WHITE MOUNTAINS ADVISORS, LLC

  	
   

  	
  [see client schedule]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mark K. Dorcus

  	
   

  	
  By:

  	
  /s/ Frederick J. Turcotte

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print:

  	
  Mark K. Dorcus

  	
   

  	
  Print:

  	
  Frederick J. Turcotte

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  President and Managing Director

  	
   

  	
  Title: 

  	
  Vice President, Investor Relations, Treasurer 

  
	
   

  	
   

  	
   

  	
   

  	
  and Tax Director

  
									




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SCHEDULE A


FEE SCHEDULE


1.                                       Investment Account.


	
  Assets Under Management

  	
   

  	
  Value

  	
   

  	
  Annual Fee

  	
   

  	
  Quarterly Fee

  	
   

  
	
  Investment Grade Fixed
  Income:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  — Up to $999
  million

  	
   

  	
  Market

  	
   

  	
  10.0
  basis points (0.1% or 0.001)

  	
   

  	
  2.5
  basis points (0.025% or 0.00025)

  	
   

  
	
  — Next $1 -
  $1.999 billion

  	
   

  	
  Market

  	
   

  	
  8.5
  basis points

  	
   

  	
  2.125
  basis points

  	
   

  
	
  — Amounts over
  $2 billion

  	
   

  	
  Market

  	
   

  	
  7.5
  basis points

  	
   

  	
  1.875
  basis points

  	
   

  
	
  High Yield Debt

  	
   

  	
  Market

  	
   

  	
  25.0
  basis points

  	
   

  	
  6.25
  basis points

  	
   

  
	
  Fully Funded Hedge
  Funds, Limited Partnerships and Limited Liability Companies

  	
   

  	
  Market

  	
   

  	
  100.0
  basis points

  	
   

  	
  25.0
  basis points

  	
   

  
	
  Private Equities and
  Other Deferred Fundings:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  — First 2 Years
  of Fund’s Life

  	
   

  	
  Committed

  	
   

  	
  100.0
  basis points

  	
   

  	
  25.0
  basis points

  	
   

  
	
  — Thereafter

  	
   

  	
  Market

  	
   

  	
  100.0 basis points

  	
   

  	
  25.0 basis points

  	
   

  



 


For purposes of calculating
the fee for Investment Grade Fixed Income investments as provided above, the
assets under management of OneBeacon Insurance Group, Ltd. and all of its
direct and indirect subsidiaries will be aggregated.


2.                     Treasury Management Services.  The
Advisor will be paid a quarterly fee for the Treasury Management Services
computed at the annual rate of 1.75 basis points (0.0175%) of the aggregate
value of the net assets of the Client’s Investment Account on an annual basis
utilizing the methodologies described in Paragraph 1 of Exhibit A.  In the first year of the Agreement, the
Treasury Management Services fee shall not exceed $500,000 on an annual basis.



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  Client Schedule:

  
	
   

  
	
   

  
	
  Pennsylvania General Insurance Company

  
	
   

  
	
  OneBeacon Insurance Group, Ltd.

  
	
   

  
	
  Potomac Insurance Company

  



 



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