Assignment and Assumption Agreement between Alleghany Insurance Holdings LLC and RSUI Group, Inc. (June 30, 2003)

Summary

Alleghany Insurance Holdings LLC is transferring all its rights and obligations under a previous Acquisition Agreement with Royal Group, Inc. to RSUI Group, Inc. RSUI Group, Inc. agrees to assume and fulfill all responsibilities and liabilities from the original agreement. However, Alleghany Insurance Holdings LLC remains responsible for its obligations to Royal Group, Inc. under the original agreement. This agreement is effective as of June 30, 2003.

EX-10.3 5 y88779exv10w3.txt ASSIGNMENT AND ASSUMPTION AGREEMENT Exhibit 10.3 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), dated as of June 30, 2003, is entered into by and between Alleghany Insurance Holdings LLC, a Delaware limited liability company ("Assignor"), and RSUI Group, Inc., a Delaware corporation ("Assignee"). WITNESSETH: WHEREAS, Assignor is a party to that certain Acquisition Agreement, dated as of June 6, 2003 (the "Acquisition Agreement"), by and between Assignor and Royal Group, Inc. ("Royal"); and WHEREAS, Assignor desires to assign to Assignee all of Assignor's rights under the Acquisition Agreement and Assignee desires to assume all of Assignor's obligations of Assignor under the Acquisition Agreement, subject to the terms of this Assignment. NOW, THEREFORE, in consideration of the foregoing premises and the following mutual terms and conditions, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment of Rights. Subject to the terms and conditions of this Assignment, Assignor hereby agrees to assign, transfer, convey and deliver any and all of its rights under the Acquisition Agreement and Assignee hereby agrees to the assignment, transfer, conveyance and delivery of such rights. 2. Assumption of Liabilities. Subject to the terms and conditions of this Assignment, assignee hereby agrees to assume, pay, perform and discharge all debts, obligations and liabilities of every kind, character or description of Assignor under the Acquisition Agreement. 3. Discharge. Assignor acknowledges that, in accordance with Section 17.8 of the Acquisition Agreement, as between Assignor and Royal, this Assignment shall not relieve Assignor of any of its obligations under the Acquisition Agreement. IN WITNESS WHEREOF, the parties have executed this Assignment effective as of the day and year first written above. ALLEGHANY INSURANCE HOLDINGS LLC By: /s/ Weston M. Hicks ------------------------ Name: Weston M. Hicks Title: Chief Executive Officer RSUI GROUP,INC. By: /s/ James P. Slattery ------------------------- Name: James P. Slattery Title: President