Exhibit 4.2


Registration Rights Agreement


Between


OneBeacon Insurance Group, Ltd.


And


White Mountains Insurance Group, Ltd.


Dated as of
               ,
2006


 















 


 


TABLE OF CONTENTS


 


	
  

  	
   

  	
  Page

  
	
  Section 1.
  Definitions.

  	
   

  	
  1

  
	
  Section 2. Demand
  Registration.

  	
   

  	
  3

  
	
  Section 3.
  Piggyback Registration

  	
   

  	
  5

  
	
  Section 4.
  Expenses

  	
   

  	
  7

  
	
  Section 5.
  Preparation and Filing

  	
   

  	
  7

  
	
  Section 6.
  Indemnification.

  	
   

  	
  10

  
	
  Section 7.
  Underwriting Agreement

  	
   

  	
  12

  
	
  Section 8.
  Agreements of the Selling Holders.

  	
   

  	
  13

  
	
  Section 9.
  Exchange Act Compliance

  	
   

  	
  13

  
	
  Section 10. No
  Conflicting Registration Rights

  	
   

  	
  13

  
	
  Section 11.
  Transfer of Registration Rights

  	
   

  	
  13

  
	
  Section 12.
  Enforcement.

  	
   

  	
  13

  
	
  Section 13.
  Miscellaneous.

  	
   

  	
  14

  



 



 i















 


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.


Pursuant to the
Company’s [Amended] Bye-Laws the share capital of the Company consists of
Class A Common Shares, par value $0.01 per share (“Class A Common
Shares”) and Class B Common Shares, par value $.01 per share (“Class B
Common Shares” and, together with the Class B Common Shares, the “Common
Shares”).  Class B Common Shares may
only be owned by White Mountains and its affiliates, and any purported sale,
transfer or other disposition of Class B Common Shares to any other Person
will result in the automatic conversion of such transferred shares into the
Company’s Class A Common Shares;


The Company has
filed a Registration Statement (File No. 333-136287) with the Securities
and Exchange Commission on Form S-1 (the “IPO Registration Statement”) in
connection with the initial public offering (the “IPO”) of its Class A
Common Shares; and


The Company has
agreed to provide White Mountains with the registration rights specified in
this Agreement following the IPO with respect to any Common Shares held by
White Mountains or any other Holder, on the terms and subject to the conditions
set forth herein.


In consideration
of the mutual covenants and agreements hereinafter contained and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


Section 1.  Definitions.


As used in this
Agreement, the following terms shall have the following respective meanings:


“Business Day”
or “business day” means any day other than (a) a Saturday or Sunday
or (b) a day on which banks are authorized or required to be closed in New
York, New York; provided, however, that any determination of a
Business Day relating to a securities exchange or other securities market means
a Business Day on which such exchange or market is open for trading.


“Common Shares”
shall have the meaning assigned to it in the recitals.


“Company”
shall have the meaning assigned to it in the introductory paragraph.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.









 



 


“Holder”
means (i) White Mountains and (ii) any direct or indirect transferee
of White Mountains who shall become a party to this Agreement in accordance
with Section 11 and has agreed in writing to be bound by the terms of this
Agreement.


“IPO
Underwriting Agreement” means the underwriting agreement dated    , 2006 among Lehman Brothers Inc., the
Company and White Mountains Holdings Bermuda Ltd.


“Other Shares”
means at any time those Common Shares which do not constitute Primary Shares or
Registrable Shares.


“Person”
shall include all natural persons, corporations, business trusts, associations,
companies, partnerships, joint ventures and other entities and governments and
agencies and political subdivisions thereof.


“Primary Shares”
means at any time the authorized but unissued Common Shares.


“Registrable
Shares” means at any time, with respect to any Holder, the Common Shares
beneficially owned by such Holder.  As to
any particular Registrable Shares, such Registrable Shares shall cease to be
Registrable Shares when (a) a registration statement with respect to the
sale by a Holder of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (b) such securities shall have been
distributed to the public pursuant to Rule 144 (or any successor
provision) under the Securities Act, (c) such securities shall have been
otherwise transferred, new certificates for such securities not bearing a
legend restricting further transfer shall have been delivered by the Company
and subsequent disposition of such securities shall not require registration or
qualification of such securities under the Securities Act or any state
securities or “blue sky” law then in force, or (d) such securities shall
have ceased to be outstanding.


“SEC” means
the Securities and Exchange Commission.


“Securities Act”
or “Act” means the Securities Act of 1933.


“Selling Holder”
means any Holder that sells or proposes to sell Registrable Shares pursuant to
a registration statement hereunder.


“Selling
Holders’ Counsel” means counsel selected by the holders of a majority of
the Registrable Shares to be sold by Holders pursuant to a particular
registration statement.


“Subsidiary”
means any corporation, association or other business entity (a) at least
50% of the outstanding voting securities of which are at the time owned or
controlled directly or indirectly by the Company; or (b) with respect to
which the Company possesses, directly or indirectly, the power to direct or
cause the direction of the affairs or management of such Person.



 2
 






 



 


“White
Mountains” means White Mountains Insurance Group, Ltd., a Bermuda exempted
limited liability company, all successors to White Mountains Insurance Group,
Ltd. by way of merger, consolidation, amalgamation or sale of all or
substantially all of its assets or any comparable transaction or series of
related transactions (including contractual arrangements) having the same
effect, any individual, corporation, partnership, joint venture, limited
liability company, or other entity owning more than fifty percent (50%) of the
outstanding voting shares of such successor, and all corporations, partnerships,
joint ventures, limited liability companies, trusts, associations and other entities
in which White Mountains Insurance Group, Ltd. owns (directly or indirectly)
more than fifty percent (50%) of the outstanding voting stock or shares, voting
power, partnership interests or similar ownership interests, but, unless
expressly stated otherwise, shall not include the Company and all corporations,
partnerships, joint ventures, limited liability companies, trusts, associations
and other entities in which the Company owns (directly or indirectly) more than
fifty percent (50%) of the outstanding voting stock or shares, voting power,
partnership interests or similar ownership interests.


Section 2.  Demand
Registration.


2.1.  (a)  If the Company shall be requested in
writing (a “Demand Request”) by a Holder or Holders who beneficially own
in the aggregate at least 2,500,000 Registrable Shares (as appropriately
adjusted for any share split, combination, reorganization, recapitalization,
reclassification, share dividend, share distribution or similar event), to
effect a registration under the Securities Act of Registrable Shares in
accordance with this Section 2 (a “Demand Registration”), then the
Company shall promptly give written notice of such proposed registration to
each other Holder, if any, and shall offer to include (subject to the terms of
this Agreement) in such proposed registration any Registrable Shares requested
to be included in such proposed registration by such other Holders who respond
in writing to the Company’s notice within 10 days after delivery of such
notice (which response shall specify the number of Registrable Shares proposed
to be included in such registration). 
Such Demand Request shall specify the approximate number of Registrable
Shares requested to be registered and the intended method of distribution.  With respect to any Demand Registration, the
requesting Holders may request the Company to effect a registration of the
Registrable Shares under a registration statement pursuant to Rule 415
under the Securities Act (or any successor rule) (a “Shelf Registration”).  Subject to Section 2.2, the Company
shall promptly use its best efforts to effect such registration on an
appropriate form (which shall be Form S-3, if at such time the Company is
eligible to use such Form) under the Securities Act of the Registrable Shares
which the Company has been so requested to register.


(b)  If
the Company shall be requested in writing (a “Takedown Request”) by a
Holder or Holders who beneficially own in the aggregate at least 2,500,000
Registrable Shares (as appropriately adjusted for any stock split, combination,
reorganization, recapitalization, reclassification, share dividend, share
distribution or similar event) to assist them in effecting an offering (a “Takedown
Offering”) pursuant to a shelf registration statement that has previously
been filed and declared effective pursuant to a Demand Registration, then the
Company shall promptly give written notice of such proposed Takedown Offering
to each other Holder that is eligible to sell Shares



 3
 






 



 


pursuant to such effective
Shelf Registration and shall offer to include, subject to the terms of this
Agreement, any Shares of such other Holder that are registered in such
effective Shelf Registration to the extent so requested by such other Holder in
writing within 3 Business Days after delivery of such notice (which request
shall specify the number of Shares proposed to be included by such Holders in
such Takedown Offering.  The Takedown
Request shall specify the number of Shares to be included in such Takedown
Offering and the intended method of distribution.  Subject to Section 2.2, the Company
shall promptly use its best efforts to cooperate with the Holders and any managing
underwriter(s) to effect such Takedown Offering


2.2.  (a) The Company shall not be obligated to
file:


(i)  a Demand Registration
(A) within 60 days after the effective date of a previous Demand
Registration, or (B) within 180 days (or, if determined to be
necessary pursuant to the IPO Underwriting Agreement within 214 days)
after the effective date of the IPO Registration Statement;


(ii)  a Demand Registration unless the
Demand Request is for a number of Registrable Shares with a market value that
is equal to at least $50 million as of the date of such Demand Request;
and


(iii)  more than three Demand
Registrations during any 12-month period thereafter;


(b)  The
Company shall not be obligated to file or cause to be declared effective any
registration statement, or assist the Holders in connection with any Takedown
Offering pursuant to a Shelf Registration that has been previously filed and
declared effective pursuant to a Demand Registration, during any period in
which (i) any other registration statement (other than on Form S-4 or
Form S-8 promulgated under the Securities Act or any successor forms
thereto) (A) pursuant to which Primary Shares are to be sold has been
filed within the prior 90 days and not withdrawn or (B) which has
been declared effective and pursuant to which Primary Shares were sold within
the prior 90 days, or (ii) the Company has determined in good faith
that the disclosure requirements of a registration statement (including in
connection with a proposed Takedown Offering) would require the disclosure of
material non-public information that the Company has a bona fide business
purpose for preserving as confidential, such filing to be delayed until the
date that is 90 days after the receipt of such Demand Request; provided,
that the Company may only so delay the filing or effectiveness of a
registration statement, or the assistance with respect to a Takedown Offering,
pursuant to this Section 2.1(b)(ii) on one occasion during any twelve
month period; and


(c)  With
respect to a Demand Registration, the Company may include in such registration
any Primary Shares or Other Shares; provided, however, that if a
managing underwriter in respect of any proposed underwritten offering to be
made pursuant to such Demand Registration (including any Takedown Offering)
advises the Company in writing that the inclusion of all Registrable Shares,
Primary Shares and Other Shares proposed to be included in such proposed
underwritten offering would



 4
 






 



 


adversely affect the successful marketing
(including pricing) of all such securities, then the number of Registrable
Shares, Primary Shares and Other Shares proposed to be included in such
proposed underwritten offering shall be included in the following order:


(i)  First, the Registrable Shares held by all Selling Holders,
pro rata based upon the number of Registrable Shares owned by each such Selling
Holder at the time of such registration;


(ii)  Second, the Primary Shares; and


(iii)  Third, the Other Shares.


2.3.  The Holder or Holders submitting a Demand
Request or Takedown Request may specify in such Demand Request or Takedown
Request that such registration (or that any Takedown Offering) cover an
underwritten offering.  Upon such
election, such Holder shall select one or more nationally recognized investment
banks to act as the managing underwriters and shall select any additional
investment banks to be used in connection with such offering, provided
that such selection shall be subject to the consent of the Company, which
consent shall not be unreasonably withheld or delayed.  The Company shall, together with Selling
Holders, enter into a customary underwriting agreement with such underwriters.


2.4.  A Demand Registration may be rescinded by
written notice to the Company by the Selling Holders holding a majority of the
Registrable Shares to be included in such registration under the following
circumstances:


(i)  If such Demand Registration is rescinded prior to the date of
the initial filing of the related registration statement, such rescinded Demand
Registration shall not count as a Demand Registration initiated pursuant to
this Section 2 for purposes of Section 2.2(a); and


(ii)  If such Demand Registration is rescinded after the date of
the initial filing of the related registration statement but prior to its
effective date, such rescinded Demand Registration shall not count as a
registration statement initiated pursuant to this Section 2 for purposes
of Section 2.1(a) if the Selling Holders (x) have reimbursed the
Company for all out-of-pocket expenses incurred by the Company in connection
with such rescinded Demand Registration or (y) (1) reasonably believed
that the registration statement contained an untrue statement of material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements made therein not misleading, (2) notified the
Company of such fact and requested that the Company correct such alleged
misstatement or omission and (3) the Company has refused to correct such
alleged misstatement or omission.


Section 3.  Piggyback
Registration.  If at any time the
Company proposes for any reason to register Primary Shares or Other Shares
under the Securities Act (other than on Form S-4 or Form S-8
promulgated under the Securities Act or any successor forms thereto and other
than with respect to the IPO Registration Statement) including any


 



 5
 






 



 


registration pursuant to the exercise of the demand registration rights
of any Person other than a Holder, on any form that would also permit the
registration of Registrable Shares, the Company shall promptly give written
notice to each Holder of its intention to so register the Primary Shares or
Other Shares and, upon the written request, given within 15 days after delivery
of any such notice by the Company, of any Holder to include in such
registration Registrable Shares held by such Holder (which request shall
specify the number of Registrable Shares proposed to be included in such
registration), the Company shall use its best efforts to cause all such
Registrable Shares to be included in such registration on the same terms and
conditions as the securities otherwise being sold in such registration; provided,
however, that if at any time after giving written notice of its
intention to register any securities, and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to proceed with the proposed registration of
the securities to be sold by it, the Company may, at its election, give written
notice of such determination to each Holder of Registrable Shares and,
thereupon, shall be relieved of its obligation to register any Registrable
Shares in connection with such registration; and, provided further, however,
that if


(a)  the
managing underwriter in connection with any proposed underwritten offering
initially proposed for the registration of Primary Shares advises the Company
that the inclusion of all Registrable Shares or Other Shares proposed to be
included in such registration would interfere with the successful marketing
(including pricing) of the Primary Shares proposed to be registered by the
Company, then the number of Primary Shares, Registrable Shares and Other Shares
proposed to be included in such registration shall be included in the following
order:


(i)  First,
the Primary Shares;


(ii)  Second,
the Registrable Shares held by all Selling Holders, pro rata based upon the
number of Registrable Shares owned by each such Selling Holder at the time of
such registration; and


(iii)  Third,
the Other Shares;


(b)  the
managing underwriter in connection with any proposed underwritten offering
initially proposed for the registration of Other Shares advises the Company
that the inclusion of all Registrable Shares or Primary Shares proposed to be
included in such registration would interfere with the successful marketing
(including pricing) of the Other Shares proposed to be registered by the
Company, then the number of Primary Shares, Registrable Shares and Other Shares
proposed to be included in such registration shall be included in the following
order:


(i)  First,
the Other Shares;


(ii)  Second,
the Primary Shares; and



 6
 






 



 


(iii)  Third, the Registrable
Shares held by all Selling Holders, pro rata based upon the number of
Registrable Shares owned by each such Selling Holder at the time of such
registration.


In connection with any underwritten offering
under this Section 3, the Company shall not be required to include
Registrable Shares in such underwritten offering unless the Holders of such
Registrable Shares accept the terms of the underwriting of such offering that
have been agreed upon between the Company and the underwriters selected by the
Company, including without limitation, the underwriting agreement and the fees
and expenses in connection therewith.


Section 4.  Expenses.  The Company shall bear the expense of any
registrations effected pursuant to Sections 2 and 3 of this Agreement including
all registration and filing fees (including all expenses incident to filing
with the NASD), fees and expenses of complying with securities and blue sky
laws, printing expenses, and fees and expenses of the Company’s counsel and
accountants, and the reasonable and documented fees and expenses of the Selling
Holders’ Counsel, but excluding any underwriters’ or brokers’ discounts or
commissions, transfer taxes (to the extent that such taxes are required by law
to be paid by the Selling Holders) and the fees of any counsel to any Selling
Holder, other than the Selling Holders’ Counsel (it being understood that the
fees and expenses of any underwriter and such underwriter’s counsel shall be
the responsibility of such underwriter and the Selling Holders).


Section 5. 
Preparation and Filing.  If
and whenever the Company is under an obligation pursuant to the provisions of
this Agreement to use its best efforts to effect the registration of any
Registrable Shares under the Securities Act or to assist in effecting a
Takedown Offering, the Company shall, as expeditiously as practicable and as
applicable:


5.1.  with respect to a registration under Sections
2 and 3 of this Agreement, use its best efforts to cause a registration
statement that registers such Registrable Shares to become and remain effective
for a period of 180 days (or for three years, in the case of a Shelf
Registration) or until all of such Registrable Shares have been disposed of (if
earlier), provided, however, that the Company may discontinue any
registration of its securities that is being effected pursuant to
Section 3 hereof at any time prior to the effective date of the
registration statement relating thereto;


5.2.  furnish, at least five business days (or one
Business Day in connection with a Takedown Offering) before filing a
registration statement that registers such Registrable Shares, a prospectus
relating thereto or to a Takedown Offering or any amendments or supplements
relating to such a registration statement or prospectus, to each holder of
Registrable Shares, to any Selling Holders and to the Selling Holders’ Counsel,
copies of all such documents proposed to be filed with the SEC (it being
understood that such five-business-day period need not apply to successive
drafts of the same document proposed to be filed so long as such successive
drafts are supplied to such counsel in advance of the proposed filing by a
period of time that is customary and reasonable under the circumstances);



 7
 






 



 


5.3.  prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for at least the periods set forth in this Agreement or until all of
such Registrable Shares have been disposed of (if earlier) and to comply with
the provisions of the Securities Act with respect to the registration of the
sale or other disposition of such Registrable Shares;


5.4.  notify in writing the Selling Holders
promptly (i) of the receipt by the Company of any notification with
respect to any comments by the SEC with respect to such registration statement
or prospectus or any amendment or supplement thereto or any request by the SEC
for the amending or supplementing thereof or for additional information with
respect thereto, (ii) of the receipt by the Company of any notification
with respect to the issuance by the SEC of any stop order suspending the
effectiveness of such registration statement or prospectus or any amendment or
supplement thereto or the initiation or threatening of any proceeding for that
purpose and (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification of such Registrable Shares for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purposes;


5.5.  use its best efforts to register or qualify
such Registrable Shares covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as any Selling Holder
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Selling Holder to consummate
the disposition in such jurisdictions of the Registrable Shares owned by such
Selling Holder; provided, however, that the Company will not be
required to qualify generally to do business, subject itself to general
taxation or consent to general service of process in any jurisdiction where it
would not otherwise be required so to do but for this Section 5.5;


5.6.  furnish to each Selling Holder on a timely
basis, such number of copies of a summary prospectus or other prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as such Selling Holder may reasonably
request in order to facilitate the public sale or other disposition of such
Registrable Shares;


5.7.  use its best efforts to cause such
Registrable Shares to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
operations of the Company to enable the seller or sellers thereof to consummate
the disposition of such Registrable Shares;


5.8.  during any period in which a prospectus
relating to such Registrable Shares is required to be delivered under the
Securities Act, notify on a timely basis each Selling Holder within the
appropriate period mentioned in Section 5.1, of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing
and, at the request of such Selling Holder, prepare



 8
 






 



 


and furnish to such
Selling Holder a reasonable number of copies of a supplement to or an amendment
of such prospectus as may be necessary so that, as thereafter delivered to the
offerees of such shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;


5.9.  make available for inspection by any counsel
to any Selling Holder and the Selling Holders’ Counsel or any underwriter
participating in any disposition pursuant to such registration statement and
any attorney, accountant or other agent retained by any such underwriter
(collectively, the “Inspectors”), all pertinent financial and other
records, pertinent corporate documents and properties of the Company (collectively,
the “Records”), as shall be reasonably necessary to enable them to
conduct their due diligence investigation, and cause the Company’s officers,
directors and employees to supply all information (together with the Records,
the “Information”) reasonably requested by any such Inspector in
connection with such registration statement. 
Any of the Information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified, shall
not be disclosed by the Inspectors unless (i) the disclosure of such
Information is necessary to avoid or correct a misstatement or omission of a
material fact in the registration statement, (ii) the release of such
Information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction or (iii) such Information has otherwise been made
generally available to the public.  The
Selling Holder agrees that it will, upon learning that disclosure of such
Information is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at the Company’s expense, to undertake
appropriate action to prevent disclosure of the Information deemed
confidential;


5.10.  use its best efforts to obtain from its
independent certified public accountants “comfort” letters in customary form
and at customary times and covering matters of the type customarily covered by
comfort letters;


5.11.  use its best efforts to obtain from its
counsel an opinion or opinions in customary form;


5.12.  provide a transfer agent and registrar (which
may be the same entity and which may not be the Company) for such Registrable
Shares;


5.13.  issue to any underwriter to which any Selling
Holder may sell shares in such offering certificates evidencing such
Registrable Shares;


5.14.  list such Registrable Shares on any national
securities exchange on which any shares of the Common Shares are listed or if
the Common Shares are not then listed on a national securities exchange, use
its best efforts to qualify such Registrable Shares for listing on such
national securities exchange as the holders of a majority of such Registrable
Shares shall request;


5.15.  otherwise use its best efforts to comply with
all applicable rules and regulations of the SEC and, if required under such
rules and regulations, make available



 9
 






 



 


to its security holders,
as soon as reasonably practicable, earnings statements (which need not be
audited) covering a period of 12 months beginning within three months after the
effective date of the registration statement, which earnings statements shall
satisfy the provisions of Section 11(a) of the Securities Act;


5.16.  use its best efforts to take all other steps
necessary to effect the registration of such Registrable Shares or the Takedown
Offering contemplated hereby; and


5.17.  use its best efforts to make available its
senior executive and financial officers to participate at the reasonable
request of any underwriter in marketing presentations to potential investors.


Section 6.  Indemnification.  


6.1.  In connection with any registration of any
Registrable Shares under the Securities Act or any Takedown Offering pursuant
to this Agreement, the Company shall indemnify and hold harmless each Selling
Holder, its officers and directors, each underwriter, broker or any other
person acting on behalf of such seller and each other person, if any, who
controls any of the foregoing persons within the meaning of the Securities Act
against any losses, claims, damages or liabilities, joint or several, (or
actions in respect thereof) to which any of the foregoing persons may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in the registration statement under which such Registrable Shares
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein or otherwise filed with the SEC, any amendment or
supplement thereto or any document incident to registration or qualification of
any Registrable Shares, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall reimburse
such seller, such officer or director, such underwriter, such broker or such
other person acting on behalf of such seller and each such controlling person
for any legal or other expenses reasonably incurred by any of them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of or is based upon (i) an untrue statement
or alleged untrue statement or omission or alleged omission made in said
registration statement, preliminary prospectus, final prospectus, amendment,
supplement or document incident to registration or qualification of any
Registrable Shares in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such seller or
underwriter specifically for use in the preparation thereof or (ii) offers
or sales by such Selling Holder “by means of” (as defined in Securities Act
Rule 159A) a “free writing prospectus” (as defined in Securities Act
Rule 405) that was not authorized in writing by the Company.


6.2.  In connection with any registration of
Registrable Shares under the Securities Act and each Takedown Offering pursuant
to this Agreement, each Selling Holder shall



 10














 


indemnify and hold
harmless (in the same manner and to the same extent as set forth in the
preceding paragraph of this Section) the Company, each director of the Company,
each officer of the Company who shall sign such registration statement, each
underwriter, broker or other person acting on behalf of the Company or such
seller, each person who controls any of the foregoing persons within the
meaning of the Securities Act and each other Selling Holder under such
registration statement (i) with respect to any statement or omission from
such registration statement, any preliminary prospectus or final prospectus
contained therein or otherwise filed with the SEC, any amendment or supplement
thereto or any document incident to registration or qualification of any
Registrable Shares, if such statement or omission was made in reliance upon and
in conformity with written information furnished to the Company or such
underwriter through an instrument duly executed by such seller specifically for
use in connection with the preparation of such registration statement,
preliminary prospectus, final prospectus, amendment, supplement or document and
(ii) arises out of or is based upon offers or sales by such Selling Holder
“by means of” (as defined in Securities Act Rule 159A) a “free writing
prospectus” (as defined in Securities Act Rule 405) that was not
authorized in writing by the Company; provided, however, that the
obligation to indemnify will be several, not joint and several, among such
Selling Holders, and the maximum amount of liability in respect of such
indemnification shall be in proportion to and limited to, in the case of each
Selling Holder, an amount equal to the net proceeds actually received by such
seller from the sale of Registrable Shares effected pursuant to such
registration.


6.3.  The Indemnification required by this
Section 6 will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred,
subject to prompt refund in the event any such payments are determined not to
have been due and owing hereunder.


6.4.  Promptly after receipt by an indemnified
party of notice of the commencement of any action involving a claim referred to
in the preceding paragraphs of this Section 6, such indemnified party
will, if a claim in respect thereof is made against an indemnifying party, give
written notice to the latter of the commencement of such action (it being
understood that no delay in delivering or failure to deliver such notice shall
relieve the indemnifying persons from any liability or obligation hereunder
unless (and then solely to the extent that) the indemnifying person is
prejudiced by such delay and/or failure). 
In case any such action is brought against an indemnified party, the
indemnifying party will be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be responsible for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof; provided,
however, that if any indemnified party shall have reasonably concluded
that there may be one or more legal or equitable defenses available to such
indemnified party which are additional to or conflict with those available to
the indemnifying party, or that such claim or litigation involves or could have
an effect upon matters beyond the scope of the indemnity agreement provided in
this Section 6, the indemnifying party shall not have the right to assume
the defense of such action on behalf of such indemnified party and such



 11
 






 



indemnifying party shall
reimburse such indemnified party and any person controlling such indemnified
party for that portion of the fees and expenses of any counsel retained by the
indemnified party which is reasonably related to the matters covered by the
indemnity agreement provided in this Section 6.


6.5.  The indemnification provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or
controlling person of such indemnified party and will survive the transfer of
securities.


6.6.  If the indemnification provided for in this
Section 6 is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, claim, damage, liability or
action referred to herein, then the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall contribute to the amounts paid or
payable by such indemnified party as a result of such loss, claim, damage,
liability or action in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions which
resulted in such loss, claim, damage or liability as well as any other relevant
equitable considerations.  The relative
fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or by the indemnified party and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.  The Company and the Selling
Holders agree that it would not be just and equitable if contributions pursuant
to this paragraph were determined by pro rata allocation or by any other method
of allocation that did not take into account the equitable considerations
referred to herein.  The amount paid or
payable to an indemnified party as a result of the losses, claims, damages,
liabilities or expenses referred to above shall be deemed to include, subject
to the limitations set forth in Sections 6.2 and 6.1, any legal or other
expenses reasonably incurred in connection with investigating or defending the
same.  Notwithstanding the foregoing, in
no event shall the amount contributed by a Selling Holder exceed the aggregate
net offering proceeds received by such seller from the sale of its Registrable
Shares.


Section 7.  Underwriting
Agreement.  To the extent that the
Company and the Selling Holders shall enter into an underwriting or similar
agreement, the Selling Holders may, at their option, require that any or all of
the representations and warranties by, and the agreements on the part of, the
Company to and for the benefit of such underwriters be made to and for the
benefit of such Selling Holders and that any or all of the conditions precedent
to the obligations of such underwriters under such underwriting or similar
agreement shall also be conditions precedent to the obligations of such Selling
Holders.  No underwriting or similar agreement
in connection with such offering shall require any such Selling Holder to make
any representations or warranties to or agreement with the Company or the
underwriters other than representations, warranties or agreements regarding
such holder, such holder’s Registrable Shares and such holder’s intended method
of distribution or any other representations required by applicable law and



 12
 






 



agreements regarding
indemnification and contribution to the effect provided in Section 6
hereof.  Notwithstanding the provisions
of Section 5 and 6, to the extent that the Company and the Selling Holders
shall enter into an underwriting or similar agreement, which agreement contains
provisions covering one or more issues addressed in such Sections 5 or 6, the
provisions contained in Sections 5 and 6 which address such issue or
issues shall be superseded with respect to such registration by such other
underwriting or similar agreement;


Section 8.  Agreements of
the Selling Holders.  


8.1.  The Selling Holders shall furnish to the
Company such written information regarding such Selling Holders and the
distribution proposed by such Selling Holders as the Company may reasonably
request in writing and as shall be reasonably required in connection with any
registration, qualification or compliance referred to in this Agreement.


8.2.  No Selling Holder shall, nor shall any
Selling Holder permit any officer, director, underwriter, broker or any other
person acting on behalf of such Selling Holder to, use any free writing
prospectus (as defined in Rule 405 under the Securities Act) in connection
with any registration statement covering Registrable Shares, without the prior
written consent of the Company.


Section 9.  Exchange Act
Compliance.  The Company shall comply
with all of the reporting requirements of the Exchange Act and with all other
public information reporting requirements of the SEC that are conditions to the
availability of Rule 144 for the sale of the Common Shares.  The Company shall cooperate with each Holder
supplying such information as may be necessary for such Holder to complete and
file any information reporting forms presently or hereafter required by the SEC
as a condition to the availability of Rule 144.


Section 10.  No
Conflicting Registration Rights.  The
Company represents and warrants to each Holder that the registration rights
granted hereby do not conflict with any other registration rights granted by
the Company.  The Company shall not,
after the date hereof, grant any registration rights that conflict with the
registration rights granted hereby, or agree to any registration rights that
restrict the ability of each Holder to piggy-back on other registration
statements (except pursuant to standard cut-back provisions).


Section 11.  Transfer of
Registration Rights.  The rights of
each Holder under this agreement may be assigned to any direct or indirect
transferee of a Holder who (a) agrees in writing to be subject to and be
bound by all terms and conditions of this Agreement and (b) provides such
contact information as is necessary in order to receive all notices, requests,
consents and other communications required or permitted hereunder.


Section 12.  Enforcement.


12.1.  Remedies at Law or in Equity.  Each Holder, on the one hand, or the Company
on the other hand, may proceed to protect and enforce its rights by suit in
equity or action at law, whether for the specific performance of any term
contained in this



 13
 






 



Agreement or for an
injunction against the breach of any such term or in aid of the exercise of any
term contained in this Agreement, or to enforce any other legal or equitable
right of such Holder, on the one hand, or the Company on the other hand, or to
take any one or more of such actions.


In the event a
Holder brings such an action against the Company or the Company brings an
action against a Holder arising under this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.


12.2.  Cumulative Remedies.  None of the rights, powers or remedies
conferred upon a Holder on the one hand, or the Company on the other hand,
shall be mutually exclusive, and each such right, power or remedy shall be
cumulative and in addition to every other right, power or remedy, now or
hereafter available at law, in equity, by statute or otherwise.


12.3.  No Implied Waiver.  Except as expressly provided in this
Agreement, no course of dealing between the Company and a Holder and no delay
in exercising any such right, power or remedy conferred hereby now or hereafter
existing at law in equity, by statute or otherwise, shall operate as a waiver
of, or otherwise prejudice, any such right, power or remedy.


Section 13.  Miscellaneous.  


13.1.  Waivers and Amendments.  Upon the approval of the Company and the
written consent of the holders of a majority of the Registrable Securities the
obligations of the Company and the rights of each Holder under this Agreement
may be waived (either generally or in a particular instance, either
retroactively or prospectively and either for a specified period of time or
indefinitely).


Upon the
effectuation of each such waiver, the Company shall promptly give written
notice thereof to each Holder who have not previously consented thereto in
writing.


Neither this
Agreement, nor any provision hereof, may be changed, waived, discharged or
terminated orally or by course of dealing, but only by a statement in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, except to the extent provided in this
Section 13.1.


13.2.  Notices.  All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
hand delivered or mailed postage prepaid by registered or certified mail,



 14
 






 



(a)  If to White
Mountains:


White
Mountains  Insurance Group, Ltd.

80 South Main Street

Hanover, NH 30753

Attention: Dennis Beaulieu 

Telephone No.: (603) 640-2206

Telecopy No: (603) 533-0934


or (b) If to a
Holder other than White Mountains, to such address as is provided by the Holder
to the Company,


or (c) If to the
Company:


OneBeacon
Insurance Group, Ltd.

One Beacon Street

Boston, MA 02108

Attention: Thomas L. Forsyth, Esq.

Telephone No.: 617-725-6000

Telecopy No.:


with a copy (which
shall not constitute notice) to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Attention: William J. Whelan III, Esq.

Telephone No.: 212-474-1000

Telecopy No.: 212-474-3700; and


or at such other
address as the Company or a Holder each may specify by written notice to the
other, and each such notice, request, consent and other communication shall for
all purposes of the Agreement be treated as being effective or having been
given (i) when delivered if delivered personally, (ii) when sent, if
sent by telecopy on a business day (or, if not sent on a business day, on the
next business day after the date sent by telecopy), (iii) on the next
business day after dispatch, if sent by a nationally recognized overnight
courier guaranteeing next business day delivery, or, (iv) if sent by mail,
at the earlier of its receipt or 72 hours after the same has been deposited in
a regularly maintained receptacle for the deposit of United States mail,
addressed and postage prepaid as aforesaid.


13.3.  Termination of Agreement.  This Agreement shall remain in effect until
the later of (i) the date upon which no Registrable Shares shall remain
outstanding and (ii) the date upon which all Registrable Shares eligible
to be sold pursuant to a registration statement shall have been sold; provided,
however, that Sections 4 and 6 shall survive the termination of
this Agreement.


13.4.  Severability.  Should any one or more of the provisions of
this Agreement or of any agreement entered into pursuant to this Agreement be
determined to be illegal or unenforceable, all other provisions of this
Agreement and of each other agreement



 15
 






 



entered into pursuant to
this Agreement shall be given effect separately from the provision or
provisions determined to be illegal or unenforceable and shall not be affected
thereby.


13.5.  Parties in Interest.  All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective parties hereto, the successors and assigns of each Holder and
the Company, whether so expressed or not. 
This Agreement shall not run to the benefit of or be enforceable by any
other Person.


13.6.  Headings.  The headings of the Sections and paragraphs
of this Agreement have been inserted for convenience of reference only and do
not constitute a part of this Agreement.


13.7.  Choice of Law.  It is the intention of the parties that the
internal laws, and not the laws of conflicts, of New York should govern the
enforceability and validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties.


13.8.  Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, with
the same effect as if all parties had signed the same document.  All such counterparts shall be deemed an
original, shall be construed together and shall constitute one and the same
instrument.


13.9.  Entire Agreement.  This Agreement contains the entire agreement
among the parties hereto with respect to the subject matter hereof and such
Agreement supersedes and replaces all prior agreements, written or oral, among
the parties hereto with respect to the subject matter hereof.


* * * * *



 16
 






 



IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed as of the day and year first above written.


	
  

  	
  ONEBEACON INSURANCE GROUP, LTD.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WHITE MOUNTAINS INSURANCE GROUP, LTD.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


 



 17