FORM OF AMENDMENT NUMBER ONE TO INVESTMENT MANAGEMENT AGREEMENT

Exhibit 10.3.2

FORM OF AMENDMENT NUMBER ONE TO INVESTMENT MANAGEMENT
AGREEMENT

        This AMENDMENT NUMBER ONE dated as of [        ] to the Investment Management Agreement ("Agreement") dated as of November 14, 2006, originally made by and among Prospector Partners, LLC, a Delaware limited liability company (the "Adviser"), and OneBeacon Insurance Group, Ltd, a Bermuda corporation ("the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 on Schedule A to 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 in Schedule A and Schedule D to 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:

•         9.     Confidential Relationship.     

  • (a)

    The Parties hereby agree that all of the information provided to the Client by the Advisor and to the Advisor by the Client shall be considered proprietary and confidential in nature (hereinafter, the "Confidential Information") and, as such, shall not be disclosed or revealed or caused to be disclosed or revealed, in any manner, to any non-party to this Agreement, except:
    
    

    (i)

    as may be required by law or any judicial, regulatory or self-regulatory authority (including without limitation any required filing with the SEC or any state insurance regulator), provided that notice of any such disclosure is at the time sent to the other party, except that no notice will be required for routine SEC or department of insurance filings or routine state department of insurance financial or market conduct exams,
    
    

    (ii)

    as the either party may consent to specifically in advance in writing; provided, however, that
    
    

    (iii)

    any such Confidential Information may be disclosed to each party's officers, directors, employees, consultants, contractors, advisors, and fiduciaries ("Representatives") who need to know such information in order to carry out the purpose of the disclosure and so long as they agree to keep it confidential;
    
    

    (iv)

    "Confidential Information" does not include any information which (A)  i s or subsequently becomes published or available to the public other than by breach of this Agreement, (B) is received by receiving party from a non-party not in breach of any obligation of confidentiality, (C) is independently developed by receiving party,

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