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
RECITALSSoftware License Agreement • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Massachusetts
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...Investment Management Agreement • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
WITNESSETH:Tax Sharing Agreement • March 10th, 2006 • Darwin Professional Underwriters Inc • New York
TRUST AGREEMENTTrust Agreement • November 7th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
TRUST AGREEMENTTrust Agreement • November 7th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
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
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”).
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...Quota Share Reinsurance Contract • May 3rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Connecticut
AMENDMENT TO THE COMMUTATION AND RELEASE AGREEMENT AMONGCommutation and Release Agreement • March 10th, 2006 • Darwin Professional Underwriters Inc
BETWEENMaster Agreement • May 23rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
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
OFFICE LEASEOffice Lease • April 17th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
Contract No.: E25538.05 and signed in Farmington, Connecticut, this day of , 2006. DARWIN NATIONAL ASSURANCE COMPANY DARWIN SELECT INSURANCE COMPANY CAPITOL INDEMNITY CORPORATION, PLATTE RIVER INSURANCE COMPANY AND/OR ANY OTHER ASSOCIATED, AFFILIATED...Excess of Loss Reinsurance Agreement • May 3rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Connecticut
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...Excess Cession Reinsurance Contract • May 3rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Connecticut
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
CONTENTSExcess of Loss Reinsurance Contract • May 3rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Connecticut
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, 2008Merger Agreement • 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”).
FORM OFMaster Agreement • May 16th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
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.
FORM OFRegistration Rights Agreement • May 16th, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
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...Second Excess Cession Reinsurance Contract • May 3rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Connecticut
andRegistration Rights Agreement • May 23rd, 2006 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
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
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...Investment 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
DELAWAREQuota Share Contract • 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
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2008 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance
This Amendment (this “Amendment”) to the Amended and Restated Employment Agreement (the “Amended Employment Agreement”), dated November 11, 2005, by and between Darwin Professional Underwriters, Inc., a Delaware corporation (the “Company”) and Stephen J. Sills (the “Executive”) is entered into as of this 27th day of June, 2008, to be effective as of the date hereof.
RESTRICTED SHARE AGREEMENTRestricted Share Agreement • May 8th, 2007 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
THIS RESTRICTED SHARE AGREEMENT (the “Agreement”), is entered into and made effective as of the date set forth above (the “Award Date”) between Darwin Professional Underwriters, Inc. (the “Company”), and the Employee named above (the “Employee”).
PLEDGE AGREEMENTPledge Agreement • March 26th, 2007 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Illinois
PLEDGE AGREEMENT (this “Agreement”), dated as of March 23, 2007, is by and among each of the Persons that is a signatory hereto (individually a “Pledgor” and collectively, the “Pledgors”) and JPMorgan Chase Bank, National Association, as Collateral Agent for the benefit of the Secured Creditors (the “Pledgee”).
CREDIT AGREEMENT dated as of March 23, 2007 among DARWIN PROFESSIONAL UNDERWRITERS, INC., The Lenders Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • March 26th, 2007 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Illinois
Schedule 2.01 — Commitments Schedule 3.06 — Disclosed Matters Schedule 3.12 — Insurance Licenses Schedule 3.14 — Subsidiaries Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04 — Current Investment Policy Schedule 6.07 — Affiliate Transactions Schedule 6.08 — Existing Restrictions
Darwin Professional Underwriters, Inc. 2006 Stock Incentive Plan EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • May 8th, 2007 • Darwin Professional Underwriters Inc • Fire, marine & casualty insurance • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”), is entered into and made effective as of the date set forth above (the “Award Date”) between Darwin Professional Underwriters, Inc. (the “Company”), and the Employee named above (the “Employee”).
