0000950123-08-007444 Sample Contracts

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, 2008

Merger Agreement • June 30th, 2008 • Alleghany Corp /De • Fire, marine & casualty insurance • Delaware

• Contract Type
  Merger Agreement
• Filed
  June 30th, 2008
• Company
  Alleghany Corp /De
• Industry
  Fire, marine & casualty insurance
• Jurisdiction
  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 AGREEMENT

Voting Agreement • June 30th, 2008 • Alleghany Corp /De • Fire, marine & casualty insurance • Delaware

• Contract Type
  Voting Agreement
• Filed
  June 30th, 2008
• Company
  Alleghany Corp /De
• Industry
  Fire, marine & casualty insurance
• Jurisdiction
  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”).