exv10w28






Exhibit 10.28




AMENDED AND RESTATED




ACCOUNTING SERVICES AGREEMENT


THIS AMENDED AND RESTATED ACCOUNTING SERVICES AGREEMENT (the “Agreement”) is made as of
the 1st day of April, 2009 (“Amended Effective Date”) and hereby amends and restates the original
Accounting Services Agreement dated December 1, 2005 (“Effective Date”) between BlackRock Financial
Management, Inc. (“BlackRock”) and Allied World Assurance Company, Ltd (“Client”). WHEREAS, Client
wishes to engage BlackRock, and appoint BlackRock as its agent, to provide investment accounting
services for Client as set forth below; NOW, THEREFORE, the parties agree as follows:



1. Scope of Services. (a) Subject to the terms and conditions of this Agreement, BlackRock
will perform investment accounting services for Client as set forth in Schedule A (the “Services”),
and such additional accounting and other services as the parties may agree upon in writing from
time to time. BlackRock is hereby authorized to communicate with Client’s custodian regarding
Client’s account and portfolio and regarding reports and information provided by or pertaining to
Client, Client’s custodian, or BlackRock.



(b) On or about the Effective Date, BlackRock shall commence work on the implementation process and
other tasks (together, the “Conversion”) necessary to provide the Services. BlackRock will use
commercially reasonable efforts to complete the Conversion by March 31, 2006, subject to the timely
receipt of necessary information from Client. Upon completion of the Conversion, BlackRock will
provide the Services to Client with an effective date as of January 1, 2006 (the “Services
Commencement Date”).



(c) Client shall be responsible for: (1) coordinating communications among BlackRock and Client’s
custodian and advisors; (2) filing any claims in connection with Client’s invested assets (though
BlackRock will facilitate handling of certain claims, such as late-payment claims); (3)
representing its interest in any litigation relating to or involving the invested assets of Client;
(4) coordinating and controlling any movement of assets not relating to trades and resolving any
discrepancies related to the movement of such assets; (5) notifying BlackRock of all such asset
movement activity; (6) ensuring that all necessary information from Client is timely received by
BlackRock (see Schedule A), including, without limitation, the information necessary to complete
the Conversion; and (7) advising BlackRock of, and ensuring all material compliance with, laws,
procedures, instructions, and regulations applicable to Client due to the specific nature of
Client’s business. This will include performing all acts required with regard to any registration
or qualification requirements imposed by any governmental or self-regulatory authority, such as
registration with SEC or filings with the NAIC-SVO, to the extent applicable. Notwithstanding the
foregoing, BlackRock may assist Client in its compliance efforts, as described in Schedule A.
BlackRock shall be entitled to rely on, for all purposes under this Agreement, any and all
instructions provided by Client. BlackRock may require, at its discretion, that any such
instructions be certified to in writing by an officer of Client.



For the avoidance of doubt, unless otherwise provided in a separate written agreement with
BlackRock, BlackRock’s sole responsibility is to provide the Services to assist Client in its
financial reporting, and Client shall be solely responsible for (i) monitoring its investments for
compliance with its investment guidelines, (ii) any judgments as to valuation of, or purchase or
sale of, securities in its portfolio; and in any case, (iii) BlackRock shall have no responsibility
for compliance with or the content of Client’s investment guidelines or for any actions of or
conclusions drawn by Client with respect to its portfolios or securities, whether or not such
conclusions are based on BlackRock’s Services.



(d) Client takes sole responsibility for the acts or omissions of its custodian and will have by
the Services Commencement Date instructed its custodian, and will instruct any future custodian of
Client (such instructions to remain in force during the term of this Agreement), to provide
BlackRock (at Client’s request, on custodian’s initiative, or at BlackRock’s request) with
custodian’s reports and other information of Client that BlackRock requires to perform its duties
hereunder.



(e) BlackRock will provide reports to Client as provided for in Schedule A. The timely production
of reports will depend on the timely receipt of complete Client data.



2. Representations by Client. Client represents and warrants that (a) it will comply with
applicable law in its use of the Services; (b) the execution, delivery, and performance of this
Agreement have been duly authorized and shall not conflict with any obligation of Client, whether
arising by contract, operation of law, or otherwise; (c) this Agreement constitutes a valid and
binding obligation; and (d) Client has all rights and power necessary to appoint BlackRock as its
accounting agent.



3. Representations by BlackRock. BlackRock represents and warrants that (a) it will comply
with applicable law in its performance of the Services; (b) the execution, delivery, and
performance of this Agreement have been duly authorized and shall not




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conflict with any obligation
of BlackRock, whether arising by contract, operation of law, or otherwise, (c) this Agreement
constitutes a valid, and binding obligation, and (d) BlackRock has all rights and power necessary
to provide the Services contemplated herein.



4. Fees. (a) Client shall pay BlackRock fees for the Services to be calculated and payable
in the manner set forth in Schedule B (the “Fees”).



(b) Client agrees to reimburse BlackRock for all fees paid by BlackRock to the National Association
of Insurance Commissioners’ Security Valuation Office (“NAIC-SVO”) to file or register Client’s
securities with the NAIC-SVO, to the extent applicable.



(c) Certain assumptions regarding implementation of BlackRock’s responsibilities under this
Agreement have been made based on information supplied by Client. If after the Amended Effective
Date the composition of Client’s portfolios materially changes, the parties agree to jointly
determine in good faith whether a reasonable increase in the amount of the Fees, and/or any
reasonable changes to the Services, is required.



5. Confidential Information. (a) All information regarding this Agreement, the parties’
business and their subsidiaries and affiliates, any documents exchanged between the parties in
connection with the Services, as well as all technology, processes, trade secrets, contracts,
proprietary information, historical or projected financial information, organizational or operating
data, strategic or management plans, and customer information or lists, whether received before or
after the date hereof (“Confidential Information”), shall be kept in confidence by each of the
parties hereto. Notwithstanding the foregoing, (i) Client may disclose Confidential Information
contained in reports produced by BlackRock hereunder in the ordinary course of Client’s business
and (ii) BlackRock may disclose certain information to third parties in the normal course of
business (e.g., contractors and data vendors), subject to the requirement that such third parties
be bound by and have agreed to comply with confidentiality obligations substantially equivalent to
the terms of this Agreement.



(b) The parties’ obligations concerning Confidential Information shall survive seven years from
termination or expiration of this Agreement. The term “Confidentiality Information” shall not apply
to information that can be demonstrated is (i) publicly available, (ii) lawfully possessed by the
recipient before disclosure by the other party, (iii) lawfully disclosed to a party by a third
party without obligation of confidentiality, or (iv) independently developed by a party without
reference to the other party’s Confidential Information.



Prior to any disclosure of Confidential Information that becomes necessary pursuant to applicable
law, regulation, order or requirement or official request issued by a court of competent
jurisdiction or by a judicial, administrative, legislative, regulatory or self regulating authority
or entity, the receiving party will, to the extent reasonably possible and permissible: (a)
promptly notify in writing the disclosing party thereof; (b) consult with the disclosing party on
the advisability of taking steps to resist or narrow such request; (c) if disclosure is required or
deemed advisable, co-operate with the disclosing party in any attempt that it may make to obtain an
order or other reliable assurance that confidential treatment will be accorded to the Confidential
Information or designated portions thereof; and (d) agree with the disclosing party on the timing
and content of the disclosure.



Both parties acknowledge that the disclosing party’s Confidential Information may contain valuable
trade secrets or business information and that the receiving party’s breach of this Agreement may
cause irreparable damage to the disclosing party for which the disclosing party will be entitled to
seek injunctive or other equitable relief (without the posting of a bond and without proof of
actual damages) as well as monetary damages.



(c) BlackRock shall be permitted to include Client on its list of clients and BlackRock may
describe the general nature of its work for Client under this Agreement; provided that BlackRock
will not display Client’s name more prominently than its other clients and will obtain Client’s
consent prior to making any other use of Client’s name. BlackRock shall not issue any press
release in connection with this Agreement without Client’s prior written consent.



6. Limitations on Liability; Indemnity. (a) Subject to the limitations set forth herein and
the provisions of subsection (c) below, (i) BlackRock shall indemnify Client against any and all
losses, damages, costs, expenses (as they are incurred, including reasonable attorney’s fees),
liabilities, claims, and demands (“Losses”) by third parties against Client in connection with this
Agreement to the extent such claims arise out of BlackRock’s gross negligence, intentional
misconduct, fraud, or illegal acts, except to the extent such claims are attributable to Client’s
acts or omissions, and (ii) other than for claims that arise out of BlackRock’s gross negligence,
intentional misconduct, fraud or illegal acts, BlackRock shall not be liable for any Losses in
connection with this Agreement, even if arising out of its mistake in judgment, acts or omissions,
or erroneous data or calculations. In no event shall either party be liable for any consequential,
punitive, exemplary, incidental, or other indirect damages.



(b) Client shall indemnify BlackRock against Losses suffered by BlackRock in connection with this
Agreement, and Client further agrees to reimburse BlackRock for all reasonable out-of-pocket
expenses incurred by BlackRock in connection with investigating, preparing for or defending any
action or claim, whether in connection with pending or threatened litigation to




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which BlackRock is
a party, in each case, as such expenses are incurred or paid. Client, however, will not be
responsible for any Losses that are finally judicially determined by a court of competent
jurisdiction to have resulted from the gross negligence, intentional misconduct, fraud, or illegal
acts of BlackRock.



(c) Other than with respect to claims for breach of confidentiality, BlackRock’s liability, in the
aggregate, shall not exceed the fees payable by Client hereunder during the twelve (12) months
immediately preceding the event giving rise to the liability. BlackRock’s entire liability to
Client is set forth in this Section 6.



7. Force Majeure. Neither BlackRock nor Client shall be responsible for any delay or
failure of performance resulting from causes beyond its reasonable control and without its fault or
negligence. Notwithstanding the foregoing, if any event lasts for more than sixty days, Client may
terminate without cost or obligation and Client shall be entitled to an appropriate refund.



8. Term. (a) The initial term of this Agreement will be extended for a 36-month period
from the Amended Effective Date. Thereafter, this Agreement will renew for 12-month terms unless
either party provides written notice to the other party of its desire not to renew at least 60 days
in advance of the expiration of the then-current term.



(b) On the written request of Client, BlackRock will use reasonable efforts to make available an
extract of all of Client’s data on BlackRock’s automated systems in ASCII File format or hard copy.
Upon termination of this Agreement (and for the period specified by the Investment Advisers Act of
1940 (the “Act”) and regulations promulgated thereunder), BlackRock shall provide copies of such
records at Client’s expense as Client may request, to the extent required to be maintained by the
Act.



(c) In addition to the termination right described in Section 7 above, either party shall have the
right to terminate this Agreement before its scheduled expiration date if the other party commits a
material breach of its obligations that remains uncured more than 30 days after a written notice
specifying in detail the nature of such breach. In the event that any third parties upon whom
BlackRock relies in the provision of the Services are no longer able or willing to provide the
requisite services to BlackRock or will only provide such services on commercially unreasonable
terms, then BlackRock will use commercially reasonable efforts to provide alternatives to such
services. If BlackRock is unable to provide alternatives to any such terminated services, then it
may terminate this Agreement upon prior written notice to Client.



9. Auditing. Client shall have the reasonable right to audit all BlackRock’s books and
records directly pertaining to the performance of the Services, and to obtain such copies of such
books and records as its auditors may reasonably request in connection with such audit, provided
that Client gives reasonable notice of the audit, and reviews the books and records during
BlackRock’s normal business hours, and promptly reimburses BlackRock for any reasonable costs of
photocopying such books and records. BlackRock also shall provide to Client a copy of its annual
“SAS 70” report pertaining to the provision of the Services.10.



10. Applicable Law. This Agreement shall be construed pursuant to, and shall be governed
by, the laws of the state of New York without regard to its conflicts of laws principles. The
parties agree that all disputes arising under this Agreement shall be resolved in the state or
federal courts in New York County, New York. Each party consents to jurisdiction and venue in such
courts.



11. Assignment. Neither party may assign this Agreement without the other party’s prior
written consent, which shall not be unreasonably withheld or delayed; provided, that either party
may assign this Agreement without consent to an affiliate or in connection with a sale of
substantially all of its assets or a merger or acquisition transaction. Subject to the foregoing,
this Agreement shall be for the benefit of and binding upon the parties, their successors and
permitted assigns.



12. Notices. Any notice given hereunder shall be in writing and delivered by hand,
facsimile, or by first class mail, addressed as follows:



If to Client:




Joan H. Dillard

Executive Vice President and Chief Financial Officer

Allied World Assurance Company, Ltd

27 Richmond Road

Pembroke HM 08, Bermuda

Phone: 441-278-5400

Fax: 441-295-5753



With a copy to:




Wesley D. Dupont

Executive Vice President and General Counsel

Allied World Assurance Company, Ltd

27 Richmond Road

Pembroke HM 08, Bermuda

Phone: 441-278-5400

Fax: 441-292-0055




	 	 	 
	If to BlackRock:

	 	With a copy to:
	 
	Charles S. Hallac

	 	Robert P. Connolly
	Managing Director

	 	Managing Director & General Counsel






BlackRock Financial Management, Inc.

40 East 52nd Street




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New York, NY 10022

Phone: (212) 810-5502 (212) 810-3743

Fax: (212) 810-3330 (212) 810-3744



Notices will be deemed given only upon actual receipt.



13. Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. No understanding or agreement relating hereto shall be
valid unless in writing and signed by both parties. The parties agree that Amendment No. 1 to the
Agreement is no longer applicable.



14. Waiver. Waiver by a party of any provision or any breach of any provision of this
Agreement shall not be deemed to be a waiver of such provision in any other instance or of any
other breach of any provision hereof.



15. Severable. Any term or provision of this Agreement that is or may become invalid or
unenforceable in any applicable jurisdiction shall be, as to such jurisdiction, deemed modified so
as to allow enforceability of the parties’ original intent, as well as of the remaining terms and
provisions of the Agreement.



16. Schedules. References to this Agreement shall be deemed to include any schedules,
addenda, and exhibits hereto, taken as a whole with the Agreement.



17. Taxes. Client shall pay (or reimburse BlackRock) and be liable for taxes arising out of
this Agreement, including sales, use, or other taxes, except taxes based on BlackRock’s net income
or corporate status. If Client obtains an exemption from an applicable tax authority, upon receipt
of a copy of the tax exemption letter or number from Client, BlackRock will no longer collect the
taxes to which the exemption applies.



18. Construction. Any conflict between the body of this Agreement and the Schedules or
attachments hereto that are expressly referenced herein shall be resolved in favor of such
Schedules or attachments.



19. Survival. Sections 5, 6, 10, and any other provision that by its terms survives
termination, shall survive the expiration or earlier termination of this Agreement.



20. Cooperation. The parties recognize that successful delivery of the Services will
require mutual cooperation, communication, feedback, and interaction, including action required
hereunder or reasonably requested by the other party to enable it to accomplish its obligations and
responsibilities hereunder. Both parties agree to perform the foregoing responsibilities in good
faith and in a professional manner.



21. Counterparts. This Agreement may be executed in counterparts, each of which shall be an
original, but all of which together shall constitute one agreement.



22. Independent Contractor. BlackRock is not an agent or employee of Client. The manner of
BlackRock’s performance of the Services shall be in its sole discretion, subject to the requirement
that BlackRock shall at all times comply with applicable law and its obligations hereunder. Client
has no right or authority to control the manner or means by which the Services are rendered.
BlackRock may hire third parties to perform some or all of its responsibilities under this
Agreement. No such subcontracting shall relieve BlackRock of its obligations under this Agreement.



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Amended
Effective Date.




	 	 	 	 	 	 	 	 
	Allied World Assurance Company, Ltd 

 	 	BlackRock Financial Management, Inc.

 	 
	By:  	/s/ Joan H. Dillard
 	 	By:  	/s/ Robert L. Goldstein
 	 	 
	 	Name:  	Joan H. Dillard  	 	 	Name:  	Robert L. Goldstein 	 
	 	Title:  	EVP and Chief Financial Officer 	 	 	Title:  	Managing Director 	 
	 



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