OneBeacon Insurance Group, Ltd. Long-Term Incentive Plan 2007-2008 Performance Share Grant

Exhibit 10.4.9

OneBeacon Insurance Group, Ltd.
Long-Term Incentive Plan
2007-2008 Performance Share Grant

        THIS GRANT (this "Grant") is made, effective as of March 1, 2007, between OneBeacon Insurance Group, Ltd., a Bermuda company limited by shares (the "Company") and                (the "Participant").

RECITALS:

        WHEREAS, the Company has adopted the Long-Term Incentive Plan ("Plan"), which Plan is incorporated herein by reference and made part of this Grant; and

        WHEREAS, the Board has determined that it would be in the best interest of the Company and its owners to grant the award provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

        NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.      Grant:     Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Grant, the Company hereby grants to the Participant a Performance Share Award of shares.

        2.      Award Period:     The Award Period shall be January 1, 2007 through December 31, 2008.

        3.      Performance Objective:     The Performance Objective shall be annual 13% growth in intrinsic business value per share for the Company ("GIBVPS"), which shall be measured by blending the following metrics during the Award Period, in the referenced percentages: (a) Underwriting Return on Equity including an adjustment to normalize catastrophe losses across years (40%), (b) Growth in Adjusted Book Value per Common Share including an adjustment for dividends paid(40%), and (c) Growth in the Company's Price per Common Share including an adjustment for dividends paid (20%).

        4.      Performance Percentage:     The Performance Percentage shall be dependent on the extent to which the Performance Objective is attained, and shall be determined as follows:

        Where the blended GIBVPS will equal the straight average of (a) 23.7% (b) the Company's GIBVPS for 2007, and (c) the Company's GIBVPS for 2008. For blended GIBVPS between 6% and 20%, the Performance Percentage will be determined on the basis of straight line interpolation.

        5.      Award Payment:     Subject to all terms and conditions of the Plan, the Participant's actual value at the end of the Award Period will be settled in cash, in shares of the Company's common stock ("Shares"), or partly in cash and partly in Shares, as determined by the Committee. If settled entirely or partially in cash, the cash value will be (a) the number of Performance Shares granted, times (b) the Performance Percentage, times (c) the market value of the Shares on the date that the Compensation Committee certifies the Performance Percentage times (d) the percentage of the Award settled in cash; and the number of Shares issued will be (a) the number of Performance Shares granted times (b) the

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Performance Percentage times (c) the percentage of the Award settled in Shares. If settled entirely in Shares, the number of Shares issued will be (a) the number of Performance Shares granted, times (b) the Performance Percentage.

        6.      Termination of Employment:     Except as provided in Section 7 of the Plan, this Award shall be canceled, and no payment shall be payable hereunder, if the Participant's continuous employment or Related Employment with the Company shall terminate for any reason prior to the end of the Award Period.

        7.      Successors and Assigns:     This Grant shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company shall request any purchaser of a business unit in which the Participant is employed (a "Purchaser"), to fully assume the obligations of the Company under this Grant. If a Purchaser declines to assume such obligations, the Company shall remain obligated under the terms of this Grant.

        8.      Definitions:     All terms not otherwise defined herein shall have the same meaning as in the Plan.

        9.      Withholding:     The Participant agrees to make appropriate arrangements with the Company for satisfaction of any applicable income tax withholding requirements, including the payment to the Company, at the termination of the Award Period (or such earlier or later date as may be applicable under the Code), of all such taxes and other amounts, and the Company shall be authorized to take such action as may be necessary, in the opinion of the Company's counsel (including, without limitation, withholding amounts from any compensation or other amount owing from the Company to the Participant), to satisfy all obligations for the payment of such taxes and other amounts.

        10.    Reduction of the Award:     Notwithstanding anything to the contrary herein, the Board, in its sole di