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 • Allied World Assurance Co Holdings LTD • 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”).
VOTING AGREEMENTVoting Agreement • June 30th, 2008 • Allied World Assurance Co Holdings LTD • Fire, marine & casualty insurance • Delaware
THIS VOTING AGREEMENT (this “Agreement”) made and entered into as of June 27, 2008, by and among Allied World Assurance Company Holdings, Ltd, a Bermuda company (“Parent”), Allied World Merger Company, a Delaware corporation and a wholly owned subsidiary of Parent (“MergerCo”), and Alleghany Insurance Holdings, LLC (“Stockholder”), a Delaware limited liability company and wholly owned subsidiary of Alleghany Corporation, a Delaware corporation (“Stockholder Parent”).
