EX-10.1






	 	 	 
	Peadar Mac Canna

	 	Citigroup
	Director

	 	1 North Wall Quay
	Trade Business Management

	 	Dublin 1, Ireland
	
 
	 	Tel +353 (1) 622 4567
	
 
	 	Fax +353 (1) 622 2741
	
 
	 	peadar.maccanna@citi.com






Allied World Assurance Company, Ltd (“Allied World”)


27 Richmond Road


Pembroke HM08


Bermuda


Attention: Joan H. Dillard



The Bank of New York Mellon (“BNY Mellon”)


One Mellon Center


Pittsburgh


PA 15258


USA


Attention: Erin Potter



Date: 30 December 2008



Dear Sirs



Reference is hereby made to (i) the Pledge Agreement by and among (1) Allied World and (2) Citibank
Europe Plc dated 28 February 2007 (the “Pledge Agreement”) and (ii) the Account Control Agreement
by and among (1) Allied World (2) BNY Mellon and (3) Citibank Europe Plc dated 5 March 2007 (the
“Account Control Agreement”).



With reference to the Pledge Agreement, Schedule 1 to the Pledge Agreement shall be deleted in its
entirety and replaced by the Annex to this Letter.



With reference to the Account Control Agreement, Exhibit A to the Account Control Agreement shall
be deleted in its entirety and replaced by the Annex to this Letter.



Save as expressly provided in this Letter, the provisions of the Pledge Agreement and the Account
Control Agreement shall remain in full force and effect. Each party represents and warrants to the
other parties hereto that this Letter constitutes its legally binding obligation, enforceable in
accordance with its terms. This Letter shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to conflict of laws.



Please countersign and return this letter, which may be in any number of counterparts (including
facsimile counterparts) and which shall be effective as of the date hereof.



Yours faithfully,



FOR CITIBANK EUROPE PLC



By: /s/ Mary O’Neill

Name: Mary O’Neill

Title: Vice President











We hereby confirm our agreement to the above.



	 	 	 
	ALLIED WORLD ASSURANCE COMPANY, LTD	 	 
	By: /s/ Joan H. Dillard

	 	By: /s/ Marchelle Lewis
	 

	 	 
	Name: Joan H. Dillard

Title: Chief Financial Officer

	 	Name: Marchelle Lewis

Title: V.P. & Treasurer






We hereby confirm our agreement to the above.



THE BANK OF NEW YORK MELLON



By: /s/ Donna F. Moses

Name: Donna F. Moses

Title: First Vice President






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ANNEX




AMENDED SCHEDULE 1 to the PLEDGE AGREEMENT

AMENDED EXHIBIT A to the ACCOUNT CONTROL AGREEMENT




Securities or Other Assets acceptable as Financial Assets




	 	 	 	 	 
	 	 	Bank’s Requirements
	Description of

component part of

Charged Portfolio

	 	



Issuer
	 	



Rating
	
 
	 	 
	 	 
	Government Securities

	 	US Government or the

central government of

an OECD (Organisation

for Economic

Co-operation and

Development) country
	 	







AA or AA equivalent or

better
	 

	 	 	 	 
	
 
	 	(1) Negotiable debt

obligations and/or (2)

mortgage-backed

securities issued by

the following:
	 	









	US Government Agency

Securities

	 	The Federal Home Loan

Mortgage Corporation or

any successor thereto;

The Federal National

Mortgage Association or

any successor thereto;

The Government National

Mortgage Association or

any successor thereto;

The Federal Farm Credit

Banks Funding

Corporation or any

successor thereto;

and/or

The Federal Home Loan

Banks or any successor

thereto;

BUT excluding interest

only or principal only

stripped securities,

securities representing

residual interests in

mortgage pools, or

securities that are not

listed on a national

securities exchange or

regularly quoted in a

national quotation

service).
	 	





















































AA or AA equivalent or

better
	 

	 	 	 	 
	
 
	 	Eligible

Institutions

whose debt

obligations are fully

and explicitly

guaranteed as to the

timely payment of

principal and interest

by the full faith and

credit of the US or an

OECD Government.

PROVIDED THAT:
	 	























	Guaranteed Securities

	 	Each Guaranteed

Security will only be

treated as acceptable

by the Bank for

inclusion if it is

considered eligible in

the Bank’s sole

judgment.
	 	











AA or AA equivalent or

better
	 

	 	 	 	 







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