Exhibit 10.2.2


Form of
Side-by-Side


 


AGREEMENT


 


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.


 


Reference is made to (i) the Investment Management Agreements between WMA
and the subsidiaries of OneBeacon listed on Schedule A attached hereto (the “Existing
IMAs”) and (ii) the form of Investment Management Agreement filed with OneBeacon’s
Registration Statement on Form S-1 as Exhibit 10.2.3 (the “New IMA”).


 


In light of the parties’ desire to transition from the Existing IMA to
the terms of the New IMA as soon as possible following the closing of OneBeacon’s
initial public offering of its common shares (the “IPO”), the parties hereto
hereby agree as follows:


 


1.                                       WMA
agrees not to terminate the Existing IMAs prior to the fifth anniversary of the
IPO closing date except for cause.


 


2.                                       WMA
agrees that, to the extent fees paid by OneBeacon subsidiaries under the Existing
IMAs for services provided after the IPO exceed the amount that would otherwise
have been paid by such subsidiaries had they entered into investment management
agreements with WMA in substantially the form of the New IMA on or prior to the
IPO closing date, WMA will reimburse OneBeacon for the amount of such excess by
payment to OneBeacon's subsidiary, Fund American Financial Services, Inc. By
similar reimbursement mechanism, WMA also agrees to provide OneBeacon subsidiaries
operating under the Existing IMAs for services provided after the IPO with the
benefit of any indemnities provided by WMA in the form of the New IMA to the
extent more favorable than the indemnities provided under the applicable
Existing IMAs.


 


3.                                       WMA
agrees in good faith to enter into, and OneBeacon agrees in good faith to cause
each of its subsidiaries to enter into, an investment management agreement with
WMA in substantially the form of the New IMA as soon as practical after all
requisite regulatory approvals have been obtained with respect to such
subsidiary.


 


4.                                       This
Agreement shall be governed by and construed in accordance with the internal
laws of the state of New York without regard to the choice of law principles
thereof. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement (including the Schedules attached
hereto) embodies the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and thereof and supersede all prior
agreements and understandings, both written and oral, among the parties, or
between any of them, with respect to the subject matter hereof and thereof.


 


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{Signature page follows}


 

















 


IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written


 


	
   

  	
  WHITE MOUNTAINS ADVISORS LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ONEBEACON INSURANCE GROUP, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
								



 

















 


Schedule A


 


Existing Investment Management Agreements