Exhibit 10.3.2

FORM OF AMENDMENT NUMBER ONE TO INVESTMENT MANAGEMENT
AGREEMENT

ThisAMENDMENT NUMBER ONEdated as of [        ] to the Investment Management
Agreement ("Agreement") dated as of November 14, 2006, originally made by and among Prospector Partners, LLC, a Delaware limited liability company (the "Adviser"), and OneBeacon
Insurance Group, Ltd, a Bermuda corporation ("the Client"). Per the terms of the Agreement, the Adviser has agreed to act as discretionary adviser with respect to the specified assets of the
investment management clients of the Client identified onSchedule Ato the Agreement. Capitalized terms used but not defined herein have the
meaning set forth in the Agreement.

WITNESSETH

WHEREAS, the Adviser and Client are parties ("Parties") to the Agreement; and

WHEREAS,
pursuant to the terms of paragraph 17 of the Agreement, the Parties may amend the Agreement in writing; and

WHEREAS,
the Adviser and the Client desire to amend the Agreement to modify certain terms to the Agreement, including (i) the confidential relationship paragraph and (ii)certain
clients of the client identified inSchedule AandSchedule Dto the Agreement.

NOW,
THEREFORE, the Parties agree as follows:

(i)
Paragraph 9Confidential Relationship of the agreement shall be deleted in its entirety and replaced with the following:



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(ii)
Schedules A and D of the agreement shall be deleted in their entirety and replaced with Schedules A and D attached to this amendment.

The
Agreement shall otherwise be unaffected by this Amendment and its terms shall continue as set forth therein.

[SIGNATURE
PAGE FOLLOWS]

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SCHEDULE A

SUBSIDIARIES OF ONEBEACON INSURANCE GROUP, LTD. SUBJECT TO THE
INVESTMENT MANAGEMENT AGREEMENT DATED NOVEMBER 14, 2006 AND
AMENDED OCTOBER 22, 2007

Fund
American Companies, Inc.
The Employers' Fire Insurance Company
Homeland Insurance Company of New York
The Northern Assurance Company of America
OneBeacon America Insurance Company
OneBeacon Insurance Company
Pennsylvania General Insurance Company
Fund American Enterprises Holdings, Inc.
Fund American Financial Services, Inc.
OneBeacon Holdings (Luxembourg) S.a.r.l.
Mill Shares Holdings (Bermuda) Ltd

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SCHEDULE D

CLIENTS OF PROSPECTOR PARTNERS, LLC SUBJECT TO FEE SCHEDULE SET
FORTH IN SCHEDULE C

Fund
American Companies, Inc.
The Employers' Fire Insurance Company
Homeland Insurance Company of New York
The Northern Assurance Company of America
OneBeacon America Insurance Company
OneBeacon Insurance Company
Pennsylvania General Insurance Company
OneBeacon Insurance Pension Plan
OneBeacon Insurance Savings PlanEquity 401k
OneBeacon Insurance Savings PlanFully Managed
Fund American Enterprises Holdings, Inc.
Fund American Financial Services, Inc.
OneBeacon Holdings (Luxembourg) S.a.r.l.
Mill Shares Holdings (Bermuda) Ltd

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IN
WITNESS WHEREOF, the Parties hereto have executed this Amendment Number ONE to the Agreement.

|ADVISER:
PROSPECTOR PARTNERS, LLC |  | CLIENT:
ONEBEACON INSURANCEGROUP,
LTD.
|--------------------------------- |  | --------------------------------------
|                                  |  |                                       
|Signed:                           |  |                                       
|By:                               |  |                                       
|Title:                            |  |                                       

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