exv10w3





Exhibit 10.3




BENEFIT PLAN ASSUMPTION AND GENERAL AMENDMENT AGREEMENT




     This BENEFIT PLAN ASSUMPTION AND GENERAL AMENDMENT AGREEMENT (the “Agreement”) is
dated and effective as of December 1, 2010, by and among Allied World Assurance Company Holdings,
Ltd, a company organized under the laws of Bermuda (“Holdings”), Allied World Assurance
Company, Ltd, a company organized under the laws of Bermuda (“Allied World Bermuda”),
Newmarket Administrative Services, Inc., a corporation organized under the laws of Delaware
(“Newmarket”, and together with Holdings and Allied World Bermuda, the
(“Assignors”), and Allied World Assurance Company Holdings, AG, a Swiss corporation
(“Assignee”).



W I T N E S S E T H:




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



     WHEREAS, pursuant to the Redomestication, Assignors have become wholly-owned subsidiaries of
Assignee;



     WHEREAS, (i) Holdings maintains and sponsors those certain equity-based incentive compensation
plans listed on Exhibit A hereto (collectively, the “Assumed Equity Plans”), and is
party to related award agreements thereunder providing for the grant of options, restricted share
units, performance awards and other equity-based awards to purchase or receive Common Shares
(collectively, the “Assumed Equity Awards”); and (ii) Assignors are parties to employment
agreements with certain of their respective officers and other employees as set forth on
Exhibit B hereto (all such employment agreements collectively, the “Assumed Employment
Agreements,” and together with the Assumed Equity Plans and the Assumed Equity Awards,
the “Assumed Benefit Arrangements”); and



     WHEREAS, in connection with the Redomestication, (i) Assignors desire to assign, transfer and
deliver all of their respective rights and obligations under each Assumed Benefit Arrangement to
Assignee, and Assignee desires to acquire and assume all such rights and obligations and to
(x) adopt the Assumed Equity Plans and Assumed Equity Awards, and to issue or cause to be issued
Registered Shares in lieu of Common Shares being issued in connection with such Assumed Equity
Plans and Assumed Equity Awards, and (y) adopt and become party to the Assumed Employment
Agreements in lieu of Assignors, as applicable; and (ii) Assignors and Assignee desire to cause all
Assumed Benefit Arrangements to be amended such that, where applicable, (1) references to any such
Assignor are replaced with references to Assignee, (2) references to the Bye-laws or Bylaws of such
Assignor are replaced with references to the Organizational Regulations of Assignee, (3) references
to the Memorandum of Association or Certificate of Incorporation of any such Assignor are replaced
with references to the Articles of



 









 




Association of Assignee, (4) references to the Common Shares are replaced with references to
the Registered Shares, (5) provisions for submitting to the jurisdiction of Bermuda courts are
replaced with provisions for submitting to the jurisdiction of Swiss courts;




     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. Assignors respectively hereby assign to Assignee, and Assignee hereby accepts from
Assignors and hereby assumes, the Assumed Benefit Arrangements and the respective rights and
obligations of Assignors thereunder. As a result of such assignment and assumption, Assignee will
be the sponsor of the Assumed Benefit Arrangements and Registered Shares will be issued under the
Assumed Benefit Arrangements in lieu of Common Shares being issued thereunder. Assignee hereby
agrees to pay or perform, or to cause to be paid or performed, promptly as they become due, and to
indemnify Assignors and their respective successors and permitted assigns from and against, all
liabilities and obligations of Assignors accruing under the Assumed Benefit Arrangements.



     Section 2. To the extent that any Assumed Benefit Arrangement provides for the issuance,
acquisition, holding or purchase of, settles in, or otherwise relates to or references, Common
Shares, then pursuant to the terms hereof, each such Assumed Benefit Arrangement is hereby amended
to provide for the issuance, acquisition, holding or purchase of and settlement in, and shall
otherwise relate to or reference, Registered Shares. All references in the Assumed Benefit
Arrangements to (i) any Assignor are hereby amended to be references to Assignee, (ii) the
Memorandum of Association and Bye-laws, as applicable, or the
Articles or Certificate of Incorporation and Bylaws, as applicable of
such Assignor are replaced with references to the
Articles of Association and Organizational Regulations of Assignee, (iii) the Common Shares are
replaced with references to the Registered Shares, and (iv) the jurisdiction of Bermuda courts are
replaced with references to the jurisdiction of Swiss courts. For purposes of clarification, all
outstanding Assumed Equity Awards, as hereby amended, shall remain outstanding pursuant to the
terms thereof, and shall be exercisable, issuance, held, available, settled or vested upon the same
terms and conditions as applicable immediately prior to the date hereof (or as subsequently
amended), except that upon the exercise, issuance, holding, availability, settlement or vesting of
such Assumed Equity Awards, Registered Shares are issuable or available, or benefits or other
amounts shall be determined in reference to Registered Shares, as applicable, in lieu of Common
Shares.



     Section 3. Each Assumed Equity Award that is an option shall be assumed hereunder in such
manner that Assignee would be a corporation “assuming a stock option in a transaction to which
Section 424 of the Code applies” as described in Section 424 of the United States Internal Revenue
Code of 1986, as amended (the “Code”), were Section 424 of the Code applicable to such
Assumed Equity Award and with regard to the requirements of Treasury Regulation
Section 1.409A-1(b)(5)(v)(D).



     Section 4. The parties hereto acknowledge that the benefit and other plans of Assignors and
their affiliates that are not Assumed Benefit Arrangements are not assigned to or assumed or
otherwise adopted by Assignee.



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     Section 5. Subject to the terms of this Agreement, each Assumed Benefit Arrangement is
specifically ratified and reaffirmed by Assignee, and Assignee hereby authorizes and approves the
restatement of any such Assumed Benefit Arrangements to reflect the amendments contained herein.



     Section 6. Assignors represent and warrant that the recitals to this Agreement are true and
correct.



     Section 7. This Agreement is binding upon and shall inure to the benefit of Assignors and
Assignee and their respective legal representatives, successors and assigns.



     Section 8. Assignors agree 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 9. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.



     Section 10. 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.




	 	 	 	 	 
	 	ASSIGNORS:



ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

 	 
	 	By:  	 /s/
Scott A. Carmilani	 
	 	Name: 	Scott A. Carmilani	 
	 	Title:  	President and Chief Executive Officer	 
	 
	 	ALLIED WORLD ASSURANCE COMPANY, LTD

 	 
	 	By:  	 /s/
Wesley D. Dupont	 
	 	Name: 	Wesley D. Dupont	 
	 	Title:  	Executive Vice President, General Counsel and
Corporate Secretary	 
	 
	 	NEWMARKET ADMINISTRATIVE SERVICES, INC.

 	 
	 	By:  	 /s/
Wesley D. Dupont	 
	 	Name: 	Wesley D. Dupont	 
	 	Title:  	Vice President and Secretary	 



	 	 	 	 	 
	 	ASSIGNEE:



ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

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





[Benefit Plan Assumption and General Amendment Agreement]





 









 





Exhibit A

Assumed Equity Plans



Allied World Assurance Company Holdings, Ltd Second Amended and Restated Long-Term Incentive Plan



Allied World Assurance Company Holdings, Ltd Second Amended and Restated 2001 Employee Stock Option
Plan



Allied World Assurance Company Holdings, Ltd Second Amended and Restated 2004 Stock Incentive Plan



Allied World Assurance Company Holdings, Ltd 2008 Employee Share Purchase Plan




 









 





Exhibit B

Assumed Employment Agreements



Assumed Employment Agreements include the employment agreements as may have been amended, for the
following six individuals:





	 	•	 	David A. Bell
	 
	 	•	 	Scott A. Carmilani
	 
	 	•	 	Wesley D. Dupont
	 
	 	•	 	John J. Gauthier
	 
	 	•	 	Marshall Grossack
	 
	 	•	 	John Sennott, Jr.