exv10w1






Exhibit 10.1



WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT




     This WARRANT 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 warrant to purchase an aggregate of 2,000,000
voting common shares of Assignor with American International Group, Inc. (the “Warrant”);



     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 Warrant 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 Warrant, 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 (including with respect to the delivery of shares pursuant to the Warrants, whether
delivered by Assignor, Assignee or another subsidiary of Assignee), 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 Warrant.



     Section 3. Effective as of and after the date of this Agreement, the Warrant 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	 
	 



[Warrant Assignment and Assumption Agreement]