exv10w2






Exhibit
10.2 

ASSIGNMENT AND ASSUMPTION AGREEMENT




     This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is dated and effective as
of December 1, 2010, by and between Allied World Assurance Company Holdings, Ltd, a company
organized under the laws of Bermuda (“Assignor”), and Allied World Assurance Company
Holdings, AG, a Swiss corporation (“Assignee”).



W I T N E S S E T H:




     WHEREAS, Assignor is a party to that certain Registration Rights Agreement (the
“Registration Rights Agreement”), dated as of July 17, 2006, by and among Assignor and the
shareholders named therein (the “Specified Shareholders”) pursuant to which Assignor has
agreed to provide the Specified Shareholders the registration rights set forth in the Registration
Rights Agreement;



     WHEREAS, as of the date hereof American International Group, Inc. is the only Specified
Shareholder party to the Registration Rights Agreement;



     WHEREAS, in connection with a scheme of arrangement of Assignor, Assignor entered into a
contribution-in-kind agreement with Assignee, whereby (i) all issued and outstanding voting common
shares of Assignor were cancelled and holders of such voting common shares of Assignor before the
transaction received the same number of voting shares of Assignee and (ii) all issued and
outstanding non-voting common shares of Assignor were cancelled and holders of such non-voting
common shares of Assignor before the transaction received the same number of non-voting
participation certificates of Assignee (the “Redomestication”);



     WHEREAS, pursuant to the Redomestication, Assignor has become a direct, wholly-owned
subsidiary of Assignee; and



     WHEREAS, Assignor desires to assign, transfer and deliver all of its rights and obligations
under the Registration Rights Agreement to Assignee, and Assignee desires to acquire and assume all
such rights and obligations;



     NOW, THEREFORE, in consideration of the foregoing premises and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
each intending to be legally bound, hereby agree as follows:



     Section 1. Assignor hereby assigns, transfers, conveys and delivers to Assignee all of
Assignor’s rights and obligations in and under the Registration Rights Agreement, and Assignee does
hereby accept the same.



     Section 2. Assignee hereby agrees to assume and to pay or perform, or to cause to be paid or
performed, promptly as they become due, and to indemnify Assignor and its successors and permitted
assigns from and against, all liabilities and obligations of Assignor accruing under the
Registration Rights Agreement.



 









 





     Section 3. Effective as of and after the date of this Agreement, the Registration Rights
Agreement shall be read and construed in all respects as if references therein to the “Company” are
references to Assignee hereunder.



     Section 4. Assignor represents and warrants that the recitals to this Agreement are true and
correct.



     Section 5. This Agreement is binding upon and shall inure to the benefit of Assignor and
Assignee and their respective legal representatives, successors and assigns.



     Section 6. Assignor agrees to execute and deliver such instruments, agreements, certificates
and other documents as shall be necessary or appropriate to effectuate the assignment and
assumption contemplated hereby.



     Section 7. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.



     Section 8. This Agreement may be executed in two or more counterparts, all of which, when
taken together, shall be deemed to be one original.



[Remainder of Page Intentionally Left Blank]



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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date
first above written.




	 	 	 	 	 
	 	ASSIGNOR:



ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

 	 
	 	By:  	/s/
Scott A. Carmilani	 
	 	Name:  	Scott A. Carmilani	 
	 	Title:  	President and Chief Executive Officer	 
	 
	 	ASSIGNEE:



ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

 	 
	 	By:  	/s/
Scott A. Carmilani	 
	 	Name:  	Scott A. Carmilani	 
	 	Title:  	President and Chief Executive Officer	 
	 



[Assignment and Assumption Agreement]