CONTENTSDarwin Professional Underwriters Inc • April 17th, 2006 • Fire, marine & casualty insurance • Connecticut
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amended Employment Agreement") is made as of November 11, 2005, to be effective as of the date hereof, by and between DARWIN PROFESSIONAL...Employment Agreement • March 10th, 2006 • Darwin Professional Underwriters Inc • Connecticut
AMENDMENT TO THE REINSURANCE AGREEMENT AMONGReinsurance Agreement • May 16th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
CONTENTSDarwin Professional Underwriters Inc • April 17th, 2006 • Fire, marine & casualty insurance • Connecticut
RECITALSSoftware License Agreement • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Massachusetts
CARVILL AMERICA, INC. The Pinnacle, Suite 375 3455 Peachtree Road, NE Atlanta, Georgia 30326 Telephone: 404-475-0314 Facsimile: 404-475-0439 TITLE: EXCESS OF LOSS REINSURANCE CONTRACT BETWEEN: DARWIN NATIONAL ASSURANCE COMPANY, DARWIN SELECT INSURANCE...Darwin Professional Underwriters Inc • April 17th, 2006 • Fire, marine & casualty insurance • Connecticut
WITNESSETH:Tax Sharing Agreement • March 10th, 2006 • Darwin Professional Underwriters Inc • New York
CARVILL AMERICA, INC. The Pinnacle, Suite 375 3455 Peachtree Road, NE Atlanta, Georgia 30326 Telephone: 404-475-0314 Facsimile: 404-475-0439 TITLE: EXCESS OF LOSS REINSURANCE CONTRACT BETWEEN: DARWIN NATIONAL ASSURANCE COMPANY, DARWIN SELECT INSURANCE...Darwin Professional Underwriters Inc • April 17th, 2006 • Fire, marine & casualty insurance • Connecticut
TRUST AGREEMENTTrust Agreement • November 7th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
CARVILL LOGO) CARVILL AMERICA, INC. The Pinnacle, Suite 375 3455 Peachtree Road, NE Atlanta, Georgia 30326 Telephone: 404-475-0314 Toll Free: 877-309-8990 Facsimile: 404-475-0439 TITLE SECOND EXCESS CESSION REINSURANCE CONTRACT ----- BETWEEN DARWIN...Darwin Professional Underwriters Inc • May 3rd, 2006 • Fire, marine & casualty insurance • Connecticut
EXECUTION COPY CONTRIBUTION AND EXCHANGE AGREEMENT ("Agreement") made as of November 11, 2005 by and among Alleghany Insurance Holdings LLC, a Delaware limited liability company ("AIHL"), Darwin Group, Inc., a Delaware corporation ("Darwin Group"),...Contribution and Exchange Agreement • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
EXHIBIT 10.42 [LOGO] TITLE: FIRST EXCESS CESSION REINSURANCE CONTRACT BETWEEN: DARWIN NATIONAL ASSURANCE COMPANY, DARWIN SELECT INSURANCE COMPANY AND/OR ANY OTHER ASSOCIATED, AFFILIATED OR SUBSIDIARY COMPANIES OF DARWIN PROFESSIONAL UNDERWRITERS,...Darwin Professional Underwriters Inc • May 3rd, 2006 • Fire, marine & casualty insurance • Connecticut
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2008 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • New York
This EMPLOYMENT AGREEMENT is made and entered into as of this 27th day of June 2008 by and between Darwin Professional Underwriters, Inc., a Delaware corporation (the “Company”), and David Newman (“Employee”).
Carvill America, Inc. The Pinnacle, Suite 375 3455 Peachtree Road, NE Atlanta, Georgia 30326 Telephone: 404-475-0314 Facsimile: 404-475-0439 TITLE: QUOTA SHARE REINSURANCE CONTRACT BETWEEN: DARWIN NATIONAL ASSURANCE COMPANY, DARWIN SELECT INSURANCE...Darwin Professional Underwriters Inc • April 17th, 2006 • Fire, marine & casualty insurance • Connecticut
AMENDMENT TO THE COMMUTATION AND RELEASE AGREEMENT AMONGCommutation and Release Agreement • March 10th, 2006 • Darwin Professional Underwriters Inc
OFFICE LEASEOffice Lease • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
Exhibit 10.13 UNDERWRITING MANAGEMENT AGREEMENT This Agreement is entered into effective as of June 1, 2003, by and between CAPITOL INDEMNITY CORPORATION (hereinafter called the "Company"), and DARWIN PROFESSIONAL UNDERWRITERS INC. (hereinafter called...Underwriting Management Agreement • March 10th, 2006 • Darwin Professional Underwriters Inc • Wisconsin
AGREEMENT AND PLAN OF MERGER by and among DARWIN PROFESSIONAL UNDERWRITERS, INC., ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD and ALLIED WORLD MERGER COMPANY Dated as of June 27, 2008Agreement and Plan of Merger • June 30th, 2008 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 27, 2008, by and among Darwin Professional Underwriters, Inc., a Delaware corporation (the “Company”), Allied World Assurance Company Holdings, Ltd, a Bermuda company (“Parent”), and Allied World Merger Company, a Delaware corporation and a wholly owned subsidiary of Parent (“MergerCo” and, together with Parent, the “Buyer Parties”).
AMENDMENT TO THE REINSURANCE AGREEMENT AMONGThe Reinsurance Agreement • May 16th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
Draft of May 15, 2006 DARWIN PROFESSIONAL UNDERWRITERS, INC. (A Delaware corporation) _________________ Shares of Common Stock PURCHASE AGREEMENT Dated: __________, 2006 DARWIN PROFESSIONAL UNDERWRITERS, INC. (A Delaware corporation) ____________...Purchase Agreement • May 16th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • New York
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 26th, 2007 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Illinois
SUBSIDIARY GUARANTY dated as of March 23, 2007 (this “Guaranty”) made by each of the Persons that is a signatory hereto (individually a “Guarantor” and collectively, the “Guarantors”) in favor of JPMorgan Chase Bank, National Association, in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and their Affiliates to the extent provided below.
andRegistration Rights Agreement • May 23rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
BETWEENMaster Agreement • May 23rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
Exhibit 10.44 TITLE QUOTA SHARE REINSURANCE CONTRACT BETWEEN DARWIN NATIONAL ASSURANCE COMPANY, DARWIN SELECT INSURANCE COMPANY, CAPITOL INDEMNITY CORPORATION, CAPITOL SPECIALTY INSURANCE CORPORATION, PLATTE RIVER INSURANCE COMPANY AND/OR ANY OTHER...Share Reinsurance Contract • May 3rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Connecticut
FORM OFRegistration Rights Agreement • May 16th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
CONTENTSLoss Reinsurance Contract • May 3rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Connecticut
WITNESSETH:Underwriting Management and Services Agreement • March 10th, 2006 • Darwin Professional Underwriters Inc • Delaware
Exhibit 10.11 PROGRAM ADMINISTRATOR AGREEMENT This Program Administrator Agreement ("Agreement") is effective as of September 15, 2005 (the "Effective Date") between Professional Government Underwriters, the ("Program Administrator") and Darwin...Program Administrator Agreement • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Connecticut
FORM OFMaster Agreement • May 16th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
LOGO GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC. Investment Management Agreement This Agreement is made as of the 1st day of July, 2004, between 1. GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC., a corporation organized under the laws of the...Management Agreement • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Connecticut
Exhibit 10.10.1 AMENDMENT TO PROGRAM ADMINISTRATOR AGREEMENT WHEREAS, the Parties to the Program Administrator Agreement ("Agreement"), which was effective as of October 1, 2004, have determined that the Agreement requires certain amendments as...Program Administrator Agreement • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
BETWEEN DARWIN NATIONAL ASSURANCE COMPANY, DARWIN SELECT INSURANCE COMPANY, CAPITOL INDEMNITY CORPORATION, CAPITOL SPECIALTY INSURANCE CORPORATION, PLATTE RIVER INSURANCE COMPANY AND/OR ANY OTHER ASSOCIATED, AFFILIATED OR SUBSIDIARY COMPANIES OF...Darwin Professional Underwriters Inc • May 3rd, 2006 • Fire, marine & casualty insurance • Connecticut
DELAWAREProgram Administrator Agreement • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
SOFTWARE AND SERVICES AGREEMENT BETWEEN DARWIN PROFESSIONAL UNDERWRITERS, INC. AND VALLEY OAK SYSTEMS, INC.Software and Services Agreement • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • California
LOGO] June 13, 2005 Alleghany Corporation 40 East Hindsdale Avenue Suite 201 Hinsdale, IL 60521 Attn: Ms. Dorothea Gilliam, VP Investments Re: Amendment to Investment Management Agreement -- Alleghany Corporation Dear Ms. Gilliam: Reference is made to...Darwin Professional Underwriters Inc • April 17th, 2006 • Fire, marine & casualty insurance
